Mar 31, 2018
The directors are pleased to present the 23rd annual report together with the audited financial statements for the year ended 31st March 2018: -
FINANCIAL RESULTS
(Rs. In Lakh)
Particulars |
For the year |
For the |
ended |
year ended |
|
31.03.2018 |
31.03.2017 |
|
Profit Before Finance Cost, Depreciation and Tax |
3S63.95 |
757.01 |
Less: Finance Cost |
303.31 |
366.16 |
Profit before Depreciation and Tax |
3555.64 |
390.85 |
Less: Depreciation |
105.54 |
106.96 |
Profit Before Tax (PBT) |
3450.10 |
283.89 |
Less: Tax Expenses |
881.92 |
9S.92 |
Profit After Tax (PAT) |
2563.18 |
186.97 |
The Board of Directors of the company proposes to carry an amount of Rs. 1.33 lakhs to Share based payment Reserve.
DIVIDEND
The Directors recommended a dividend of Re. 0.80 per equity share having a face value of Rs. 2 each (i.e. 40%) which includes dividend of Re. 0.16 per equity share (i.e. 8%) (previous Year Re. 0.16 per equity share) for financial year 2017-2018 and a special dividend of Re. 0.64 per equity share (i.e. 32%) keeping in view of profit earned on account of sale of MTSS Business as Principal Agent of various overseas principals.
The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend (if approved by members) will be paid to members whose names appear in the Register of Members at the close of working hours of the Company on 21st July 2018 to the extent eligible.
BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR / STATE OF COMPANYâS AFFAIR
Your Company is having Authorized Dealer Category II License from Reserve Bank of India (RBI) and is authorized to undertake various permissible money changing transactions and outward remittance activities such as remittance for overseas education, medical treatment abroad, Emigration and Emigration consultancy fees and for other permissible purposes.
During the year 2017-2018, as a strategic move, the Company sold its MTSS business in India to Ebix Money Express Private Limited (EMEPL) (previously known as Youfirst Monet Express Private Limited) and now operating as the sub-agent of EMEPL for MTSS business.
The Company is also having license from RBI for issuing and operating payment system for semi closed pre-paid payment Instrument in India and is authorised to issue and operate payment instruments which are redeemable at a group of clearly identified merchant locations/ establishments which contract specifically with the issuer to accept the payment instrument. The Company has wallet named TRANSCASH. The company is also selling the co-branded open loop pre-paid card of Yes Bank Limited.
During the year 2017-18, the market shown some positive growth and indicated some recovery after de-monetization. During the year the foreign exchange business did better than previous year esp. the outward remittance business.
During the year under consideration, your company again consolidated the operations in both wholesale as well as retail segment of the foreign exchange business and is aggressively pursuing the inward remittance business.
Apart from this the company is a corporate agent authorized by IRDA and National Business Correspondence of State Bank of India. The gross revenue from operations of the Company for the year ended 31st March 2018 was Rs. 81381.51 Lakhs as compared to Rs. 74595.26 Lakhs in previous year ended 31st March 2017.
The short term as well as long term outlook for the Company is positive, looking at the developing market scenario, focus on better resource management and thrust to expand network.
Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above while segment wise performance is not reported as company deals in only one segment i.e. Foreign Exchange and Remittance.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and companyâs operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements. Statutory Auditors in their report has expressed their opinion on the internal financial controls with reference to the financial statements which is self explanatory.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vedant Kanoi retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.
Mr. Hemant Kaul, Non-Executive Chairman (DIN: 00551588) has fulfilled all the criteria to become an Independent Director of the company hence Board has categorized him as an Independent Director w.e.f. 28.04.2018. Mr. Hemant Kaul (DIN: 00551588) is proposed to be appointed as Independent directors to hold office for five consecutive years for a term from the date of his appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
Mr. Vineet Agarwal (DIN: 00380300), Mr. Purushottam Agarwal (DIN: 00272598) and Mrs. Sonu Halan Bhasin (DIN: 02872234) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received declarations from independent directors including Mr. Hemant Kaul (DIN: 00551588) that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed with the report as Annexure 1.
Mr. Rajiv Tiwari, CFO resigned from the company w.e.f. 31.10.2017 and company has appointed Mr. Piyush Vijayvargiya as a CFO of the company w.e.f. 05.05.2018.
The Company has devised a Policy (available on the web-site of the company i.e. (http://transcorpint.com/wp-content/uploads/2018/03/Policy_on_Nomination__remuneration_evaluation_of_Directors.pdf) on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters specified under the provisions of Section 178 of Companies Act, 2013. The Policy also includes performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.
The evaluations for the Directors and the Board were undertaken through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on selected parameter related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.
Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.
The company is having following Key Managerial Personnel: -
S. No. |
Key Managerial Personnel |
Designation |
1 |
Mr. Gopal Ved Prakash Sharma (DIN 00016883) |
Managing Director |
2 |
Mr. Amitava Ghosh |
Chief Executive Officer |
3 |
Mr. Dilip Kumar Morwal |
Company Secretary |
4 |
Mr. Piyush Vijaywarqiya* |
Chief Financial Officer |
* Appointed as manager accounts on 01.11.2017 and as a CFO w.e.f. 05.05.2018 Note: Mr. Rajiv Tiwari resigned from the post of CFO w.e.f 31.10.2017
AUDITORS
M/s Kalani & Co., Chartered Accountants, Jaipur (Firm Registration No. 000722C), Statutory Auditors of the Company were appointed in the 22nd Annual General Meeting to holds office until the conclusion of the 27th Annual General Meeting going to be held in the calendar year 2022 subject to ratification of their appointment in every annual general meeting. The Company has received a letter from the auditors to the effect that ratification of their appointment, to hold office from the conclusion of this annual general meeting till the conclusion of next annual general meeting , if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such ratification of their appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is therefore proposed to ratify their appointment to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
The observations of Auditors in their Report, read with the relevant notes on accounts are self-explanatory and do not require further explanation.
SECRETARIAL AUDIT REPORT
The Board has re-appointed Mr. Sanjay Kumar Jain, Company Secretary (having membership no.4491 and CP no.7287), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is enclosed with this Report as Annexure 2 which is self-explanatory and do not require further explanation.
SHARE CAPITAL
A) Bonus Shares
No Bonus shares were issued during the financial year 2017-18. The Board of Directors vide their meeting held on 05.05.2018, recommended the issuance 6356549 unissued Equity shares of face value of Rs. 2/- each of the company to be allotted, distributed, or credited as fully paid-up âBonus Sharesâ at par in proportion of 1 (one) such new Equity share for every 4 (Four) existing equity share, held by such members as on the record date to be fixed by Board of Directors.
B) Issue of equity shares with differential rights
There were no shares issued with differential rights during the financial year 2017-18.
C) Issue of sweat equity shares
No sweat equity shares were issued during the financial year 2017-18.
D) Issue of employee stock options
Disclosures in Compliance with regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure 3.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
F) Splitting/Sub Division of shares
No splitting/ sub division of shares was done during the financial year 2017-18
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 4.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.
A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 24 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.
In terms of Regulation 24 & Schedule IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate of the CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Regulation & Schedule, is also enclosed as a part of the Report.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.
WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp Estates Private Limited and Ritco Travels and Tours Private Limited.
The annual accounts for the year ended 31st March 2018 of Transcorp Estates Private Limited (TEPL) and Ritco Travels and Tours Private Limited (RTTPL), the wholly owned subsidiaries of the Company, together with other documents as required under section 129(3) of the Companies Act, 2013, (the Act) form part of this Annual Report. A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint venture is enclosed with this report as Annexure-5.
None of the company became or ceased to be companyâs Subsidiaries, joint ventures or associate companies during the year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION 186
Following table is showing the particulars of Loans, guarantees or investment made under section 186 of Company Act, 2013
(Rs. in Lakhs)
Name of the Company |
Nature of Transaction |
Purpose |
Balance Outstanding |
Maximum Amount Outstanding during the year |
||
As at 31.03.2018 |
As at 31.03.2017 |
As at 31.03.2018 |
As at 31.03.2017 |
|||
Durga Comm os ales Pvt Ltd. |
Loans and advances |
General Business and Others |
- |
90.36 |
82.33 |
99.15 |
Devadattam Multitrade Pvt Ltd. |
Loans and advances |
General Business and Others |
- |
124.02 |
131.48 |
124.02 |
Wisdom Overseas Pvt. Ltd. |
Loans and advances |
General Business and Others |
- |
0.01 |
0.01 |
2.37 |
Rameswara Niket |
Loans and advances |
General Business and Others |
- |
21.10 |
11.54 |
114.19 |
Shri Ganesh Cotton Company Ltdl |
Loans and advances |
General Business and Others |
0.40 |
23.93 |
24.65 |
23.93 |
Suneha Trading |
Loans and advances |
General Business and Others |
- |
0.03 |
0.03 |
2.22: |
Thirdwave Buss Aids Pvt Ltd. |
Loans and advances |
General Business and Others |
- |
2.42 |
2,49 |
67.77 |
Vishnu Incorporation |
Loans and advances |
General Business and Others |
2.44 |
39.00 |
42.53 |
58.19 |
Social Worth Technologise Pvt Ltd |
Loans and advances |
General Business and Others |
- |
133.38- |
135.54 |
1133.38 |
Ashish Securities Pvt. Lid. |
Loans and advances |
General Business and Others |
- |
0.93 |
0.97 |
25.90 |
Mam Square Ltd |
Loans and advances |
General Business and Others |
100.12 |
- |
100.12 |
0 |
Transcorp Estates Pvt. Lid |
Loans and advances |
General Business and Others |
2258.00 |
156.77 |
4313.98 |
275.85 |
TCI Bhoruka Projects Ltd |
Loans and advances |
General Business and Others |
555.57 |
- |
555.57 |
30.03 |
TCI International Ltd. |
Loans and advances |
General Business and Others |
377.90 |
172.30 |
377.90 |
234.15 |
Ritco Travels and Tours Pvt Ltd |
Loans and advances |
General Business and Others |
340.32 |
9.37 |
340.32 |
104.65 |
Axis Bank Ltd |
Investment in quoted Equity Instrument |
Investment |
13.8a |
13.M |
13.85 |
13.88 |
Larsen and Toubro Ltd. |
Investment in quoted Equity Instrument |
Investment |
7.36 |
7.36 |
7.36 |
7.36 |
Larsen and Toubro Ltd Liquid Fund |
Mutual Fund |
Investment |
490.43 |
- |
1530.00 |
- |
Transcorp Estates Pvt. Ltd. |
Investment in WOS |
Investment |
2852.20 |
2852.20 |
2852.20 |
2852.20 |
Ritco Travels and Tours Pvt Ltd |
Investment in WOS |
Investment |
399.00 |
399.00 |
399.00 |
399.00 |
Ritco Travels and Tours Pvt Ltd |
Corporate guarantee given |
for Fund based & Non Fund based financial facilities availed by WOS |
1857.00 |
1707.00 |
1857.00 |
1707.00 |
MANAGERIAL REMUNERATION:
Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
S. No. |
Name of Director/KMP and Designation |
Remuneration of Director/KMP for financial year 2017-18 (Rs. in Lakhs) |
% increase in Remuneration in the financial year 2017-13 |
Ratio of remuneration of each Director/to median remuneration of employees |
Comparison of the Remuneration of the KMP against the performance of the Company |
1 |
Mr. Hemant Kaul, NonExecutive Chairman |
NIL |
NIL |
Not Applicable |
Not Applicable |
2 |
Mr. Ashok Kumar Agarwal. Non- Executive Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
3 |
Mr. Purushottam Agarwal, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
4 |
Mr. Vineet Agarwal, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
6 |
Mrs. Sonu Halan Bhasin, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
6 |
Mr. Vedant Kanoi, Non-Executive Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
7 |
Mr. Gopal Ved Prakash Sharma Managing Director |
52.46 |
N.A. |
28.98 times |
Revenue from operations increased by 9.10% |
8 |
Mr. Amitava Ghosh, CEO |
53.94â |
11.89% |
Not Applicable |
|
9 |
Mr. Dilip Kumar Morwal, Company Secretary |
17.52â |
13.20% |
Not Applicable |
* includes onetime bonus of Rs. 15 Lakhs ** includes onetime bonus of Rs. 5 Lakhs
Notes: -
i) Median remuneration of employees of the Company during the financial year ended 31.03.2018 was Rs. 1.81 Lakh
ii) In the financial year there was a decrease of 1.09% in the median remuneration of employees.
iii) There were 154 confirmed employees (total 201 employees) on the rolls of the Company as on 31st March 2018
iv) Relationship between average increase in remuneration and company performance- Revenue from operations increased by 9.10% in the financial year 2017-18 in comparison to financial year 2016-17.
v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company: -
The total remuneration of Key Managerial Personnel increased by 15.54% whereas the Revenue from operations increased by 9.10%
vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2018 was Rs. 8060.10 Lakhs (Rs. 6076.86 Lakhs as on 31st March 2017)
b) Price Earnings Ratio of the Company was 3.12 at 31st March 2018 and was 32.74 as at 31st March 2017.
c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable
vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Average percentage increase made in the salaries of employees other than managerial personnel in last financial year i.e. 2017-18 was 10.30% whereas increase in the managerial remuneration for the same financial year was 15.54% considering the contribution of Key Managerial Personnel in the growth of operational revenues.
viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees
ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: - N.A.
x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.
C) None of the Directors including Managing Director received any commission from the Wholly Owned subsidiaries of the company during the year under consideration.
HUMAN RESOURCES MANAGEMENT
To ensure good human resources management at Transcorp International Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams As on 31.03.2018, 201 Employees were on rolls of the company.
DISCLOSURES
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy: N.A.
(i) The steps taken or impact on conservation of energy;
(ii) The steps taken by the company for utilizing alternate sources of energy;
(iii) The capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) The expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Earnings and outflow on account of foreign exchange are as under and also have been disclosed in the notes to the accounts. Cash flow statement pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.
PUBLIC DEPOSITS
The Company has outstanding deposits of Rs. 970.70 Lakhs as on 31st March 2018 as compared to Rs. 999.40 Lakhs as on 31st March, 2017 from the public. However, there were no overdue deposits except unclaimed deposits of Rs 7.50 Lakhs.
The details relating to deposits, covered under Chapter V of the Companies Act, 2013, -
(a) Accepted during the year ended 31st March 2018; Rs. 349.51 Lakhs (including renewal)
(b) Remained unpaid or unclaimed as at the end of the year; Rs. 7.50 Lakhs (unclaimed)
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.
(i) At the beginning of the year; NIL
(ii) Maximum during the year; NIL
(iii) At the end of the year; NIL
The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Committee of the Company consists of following members as on 31st March 2018:
S. No. |
Name of Member |
Position |
1 |
Mr. Ashok Kumar Aqarwal |
Member |
2 |
Mr. Vineet Aqarwal |
Member |
3 |
Mr. Purushottam Aqarwal |
Member |
The Company has spent Rs. 1.63 Lakhs on CSR activities. A meeting of CSR committee was held on 4th January 2018 to approve the budget for CSR activities and accordingly Rs. 3.78 Lakhs was spent during the financial year 2017-2018 on approved CSR activities.
Information in format for the annual report on CSR activities to be included in the Boardâs Report as prescribed under Companies (CSR Policy) Rules, 2014 is enclosed with the report as Annexure: 6
The Company has devised a Policy (available on the web-site of the company at http://transcorpint.com/wp-content/uploads/2018/03/CSR_policy-TIL.pdf ) on Corporate Social Responsibility (CSR).
VIGIL MECHANISM
The Company has established a Vigil Mechanism in terms of Section 177 (9) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism are given in the Corporate Governance Section, which is annexed herewith.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.
S. No. |
No. of complaints received |
No. of complaints disposed off |
1 |
NIL |
N.A. |
DIRECTORâS RESPONSIBILTY STATEMENT
The Directors would like to inform the members that the audited accounts for the financial year 31st March 2018 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditorâs M/s Kalani & Co. Pursuant to the provisions of Section 134(3) (c) of Companies Act, 2013, the Directors further confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 year ended 31st March 2018 and of the profit of the company for the year ended on that date;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the IND-AS 110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report.
TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from time to time on due dates, to the Investor Education and Protection Fund.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 as amended till date, 35112 shares (341 records) were transfer/ transmitted held by the shareholders of the Company whose dividends are unpaid for a consecutive period of 7 years or more to the Demat A/c of the Investor Education and protection fund authority opened by the IEPF Authority in terms of the aforesaid Rules. The process was completed on 15th Dec 2017.
Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 11, 2017 (date of last Annual General Meeting) on the Companyâs website (www.transcorpint.com), and also on the Ministry of Corporate Affairsâ website.
COMPLIANCE
The Company continued to vigorously pursue its commitment in adhering to the highest standards of compliance. The compliance function in the Company plays a pivotal role in ensuring that the overall business of the Company is conducted in accordance with regulatory prescriptions. The Compliance function facilitates improvement in the compliance culture in the Company through various enablers like dissemination of regulatory changes and spreading compliance knowledge through training, circulars and other means of communication and direct interaction. To ensure that all the businesses of the Company are aware of compliance requirements, the compliance function is involved in vetting of new products and processes, evaluating adequacy of internal controls and examining systemic correction required, based on its analysis and interpretation of the regulatory doctrine and the deviations observed during compliance monitoring and testing programs. This function also ensures that internal policies address the regulatory requirements, besides vetting processes for their robustness and regulatory compliances. During the year, all the reports and statements were filed with the prescribed authorities as per the requirement of various applicable laws.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.
There had been no changes in the nature of companyâs business. Company has 2 Wholly Owned subsidiaries. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation for the guidance and support received from the Reserve Bank of India, Financial Intelligence Unit, our bankers, shareholders, deposit holders, business associates, principals, suppliers and our esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put in by them at all levels to achieve the overall results during the year under consideration.
For and on behalf of the Board
FOR TRANSCORP INTERNATIONAL LIMITED
HEMANT KAUL GOPAL VED PRAKASH SHARMA
NON-EXECUTIVE CHAIRMAN MANAGING DIRECTOR
DIN:00551588 DIN:00016883
Place: New Delhi
Date: 05.05.2018
Mar 31, 2017
The directors are pleased to present the 22nd annual report together with the audited financial statements for the year ended 31st March 2017:-
FINANCIAL RESULTS
(Rs.in Lacs)
Particulars |
For the year ended 31.03.2017 |
For the year ended 31.03.2016 |
Profit Before Finance Cost, Depreciation and Tax |
757.92 |
785.16 |
Less: Finance Cost |
365.08 |
449.15 |
Profit before Depreciation and Tax |
392.84 |
336.01 |
Less: Depreciation |
106.96 |
106.38 |
Profit Before Tax (PBT) |
285.88 |
229.63 |
Less: Tax Expenses |
100.50 |
79.92 |
Profit After Tax (PAT) |
185.37 |
149.71 |
Add: Previous surplus brought forward |
1052.97 |
952.22 |
Profit available for appropriation |
1238.35 |
1101.93 |
Proposed Dividend |
40.68 |
40.68 |
Tax on Proposed Dividend |
8.28 |
8.28 |
Balance carried to Balance Sheet |
1189.38 |
1052.97 |
The Board of Directors of the company does not propose to carry any amount to any reserve.
DIVIDEND
The Directors have recommended a dividend of Rs.0.16 per equity share (previous Year Rs.0.16 per equity share) be paid for the financial year ended 31st March 2017 amounting to Rs.48.96 Lacs (inclusive of tax of Rs.8.28 Lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend (if approved by members) will be paid to members whose names appear in the Register of Members at the close of working hours of the Company on 9th August 2017 to the extent eligible.
BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR / STATE OF COMPANYâS AFFAIR
Your Company is having Authorized Dealer Category II License from Reserve Bank of India (RBI) and with this the company is authorized to undertake various permissible money changing transactions and outward remittance activities such as remittance for overseas education, medical treatment abroad, Emigration and Emigration consultancy fees and for other permissible purposes. The company is also licensed to operate the Money Transfer Services System (MTSS) by the RBI and carries on the business of Money Transfer as a principal agent of Western Union and Continental Exchange Solutions, Inc., USA.
During the year 2016-17 the company received license for issuing and operating payment system for semi closed pre-paid payment Instrument in India and with this the company will be able to issue and operate payment instruments which are redeemable at a group of clearly identified merchant locations/ establishments which contract specifically with the issuer to accept the payment instrument. The Company has already launched its wallet named TRANSCASH.
During the year 2016-17, the markets did not show any growth. There was a growth in foreign exchange markets in few areas but due to de-monetization the foreign exchange business did not do well during the year in comparison to last financial year.
The inward remittance business also affected negatively by the de-monetization and non-availability of cash for disbursement. The company appointed more than 700 new sub-agents locations for inward remittance business during the financial year 2016-17. The company processed more than 17 Lacs inward remittance transactions during the financial year 2016-17.
During the year under consideration, your company again consolidated the operations in both wholesale as well as retail segment of the foreign exchange business and is aggressively pursuing the inward remittance business. Apart from this the company is a corporate agent of Bajaj Allianz General Insurance Limited and National Business Correspondence of State Bank of India.
The gross revenue of the Company for the year ended 31st March, 2017 was Rs.74705.51 Lacs as compared to Rs.119858.35 Lacs in previous year ended 31st March 2016. The decrease in revenue is due to decrease in sales of foreign exchange. Since the company is in cash based remittance business hence demonetization has impacted the remittance business negatively.
The short term as well as long term outlook for the Company is positive, looking at the developing market scenario, focus on better resource management and thrust to expand network.
Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above while segment wise performance is not reported as company deals in only one segment i.e. Foreign Exchange and Remittance.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and companyâs operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, company appointed an independent firm for evaluating such controls and processes and no reportable material weaknesses in the design or operation were observed and the financial statements are showing true and fair view. Statutory Auditors in their report has expressed their opinion on the internal financial controls with reference to the financial statements which is self explanatory.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hemant Kaul (having DIN: 00551588) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.
Mr. Vineet Agarwal (DIN: 00380300), Mr. Purushottam Agarwal (DIN: 00272598) and Mrs. Sonu Halan Bhasin (DIN: 02872234) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received declarations from independent directors that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed with the report as Annexure 1.
Mr. Hemant Kaul (DIN: 00551588) being Non-Executive Director of the company was appointed/designated as Non-Executive Chairman of the company for 3 years till March 2020
Mr. Vedant Kanoi (DIN: 02102558) being additional director is proposed to be appointed as Non-Executive Director of the company. Mr. Gopal Ved Prakash Sharma (DIN: 00016883) being additional director is proposed to be appointed as Executive Director of the company. The Board has appointed Mr. Gopal Ved Prakash Sharma (DIN: 00016883) as Managing Director of the company w.e.f. 29th April 2017 and for this purpose approval of Shareholders is required.
None of the directors of the Company are disqualified from being appointed as director in terms of Section 164 of the Act and have given their consent to act as directors.
The Company has devised a Policy (available on the web-site of the company i.e.(www.transcorpint.com) on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters specified under the provisions of Section 178 of Companies Act, 2013. The Policy also includes performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.
The evaluations for the Directors and the Board were undertaken through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on selected parameter related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.
Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.
The company is having following Key Managerial Personnel: -
S. No. |
Key Managerial Personnel |
Designation |
1 |
Mr. Gopal Ved Prakash Sharma (DIN 00016883) |
Managing Director |
2 |
Mr. Amitava Ghosh |
Chief Executive Officer |
3 |
Mr. Dilip Kumar Morwal |
Company Secretary |
4 |
Mr. Rajiv Tiwari |
Chief Financial Officer |
AUDITORS
Mr. Anand Prakash Jain, Statutory Auditors of the Company has completed his tenure and Board of Directors have appointed M/s Kalani & Co., Chartered Accountants, Jaipur (Firm Registration No. 000722C), as Statutory Auditors of the Company to holds office until the conclusion of the 27th Annual General Meeting going to be held in the calendar year 2022 subject to ratification of their appointment in every annual general meeting. The Company has received a letter from the auditors for their appointment, to hold office from the conclusion of this annual general meeting till the conclusion of next annual general meeting, if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is therefore proposed to their appointment to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
The observations of Auditors in their Report, read with the relevant notes on accounts in Note 27, are self-explanatory and do not require further explanation.
SECRETARIAL AUDIT REPORT
The Board has re-appointed Mr. Sanjay Kumar Jain, Company Secretary (having membership no.4491 and CP no.7287), to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is enclosed with this Report as Annexure 2 which is self-explanatory and do not require further explanation.
SHARE CAPITAL
A) Bonus Shares
No Bonus shares were issued during the financial year 2016-17.
B) Issue of equity shares with differential rights
There were no shares issued with differential rights during the financial year 2016-17.
C) Issue of sweat equity shares
No sweat equity shares were issued during the financial year 2016-17.
D) Issue of employee stock options
No employee stock option was given or issued during the financial year 2016-17. The Board of Directors have recommended ESOP Scheme-2017 for the approval of shareholders, details of which are given in the notice of 22nd Annual General Meeting.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
F) Splitting/Sub Division of shares
During the year, the process of sub-division of shares of the company from Rs.10/- per equity shares to Rs.2/- per equity share was completed. The new ISIN of the Company is INE330E01023
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 3.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.
A separate section on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Regulation 24 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.
In terms of Regulation 24 & Schedule IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate of the CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Regulation & Schedule, is also enclosed as a part of the Report.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.
WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp Estates Private Limited and Ritco Travels and Tours Private Limited.
The annual accounts for the year ended 31st March 2017 of Transcorp Estates Private Limited (TEPL) and Ritco Travels and Tours Private Limited (RTTPL), the wholly owned subsidiaries of the Company, together with other documents as required under section 129(3) of the Companies Act, 2013, (the Act) form part of this Annual Report. A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint venture is enclosed with this report as Annexure-4.
None of the company became or ceased to be companyâs Subsidiaries, joint ventures or associate companies during the year 2016-17.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION 186
Following table is showing the particulars of Loans, guarantees or investment made under section 186 of Company Act, 2013
S. No. |
Name of the Company |
Nature of transaction |
Maximum outstanding Amount during the year 2016-17 (in Rs.) |
Closing Balance as on 31.03.2017 (in Rs.) |
Maximum outstanding Amount during the year 201 5-16 (in Rs.) |
Closing Balance as on 31.03.2016 (in Rs.) |
1 |
Asian Capital Market Pvt. Ltd. |
Loans and Advances |
7546 |
0 |
7546 |
7546 |
2 |
Durga Commosales Pvt. Ltd . |
Loans and Advances |
9093209 |
9035593 |
10553834 |
9093209 |
3 |
Devadattam Multitrade Pvt. Ltd. |
Loans and Advances |
12401837 |
12401837 |
18317899 |
11192993 |
4 |
Wisdom Overseas Pvt. Ltd. |
Loans and Advances |
216733 |
0 |
217818 |
217818 |
5 |
Rameswara Niket |
Loans and Advances |
11086809 |
2109996 |
11086808 |
11086808 |
6 |
Shri Ganesh Cotton Company Ltd |
Loans and Advances |
2393306 |
2393306 |
2160023 |
2160023 |
7 |
Suneha Trading |
Loans and Advances |
204051 |
2845 |
5542846 |
204051 |
8 |
Thirdwave Buss. Aids Pvt. Ltd. |
Loans and Advances |
6214736 |
241770 |
6214736 |
6214736 |
9 |
Vishnu Incorporation |
Loans and Advances |
5336576 |
3899907 |
5336576 |
5336576 |
10 |
Axis Bank Ltd. |
Investment in quoted Equity Instruments |
1388294 |
1388294 |
1388294 |
1388294 |
11 |
Larsen and Toubro Ltd. |
Investment in quoted Equity Instruments |
735599 |
735599 |
735599 |
735599 |
12 |
Transcorp Estates Pvt. Ltd. |
Investment in WOS |
285220000 |
285220000 |
285220000 |
285220000 |
13 |
Ritco Travels and Tou rs Pvt. Ltd. |
Investment in WOS |
39900000 |
39900000 |
39900000 |
39900000 |
14 |
Ritco Travels and Tours Pvt. Ltd. |
Corporate guarantee given |
170700000 |
170700000 |
112273985 |
112273985 |
MANAGERIAL REMUNERATION:
A) Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
S. No. |
Name of Director/KMP and Designation |
Remuneration of Director/KMP for financial year 201617 (in Rs.) |
% increase in Remuneration in the financial year 2016 -17 |
Ratio of remuneration of each Director/to median remuneration of employees |
Comparison of the Remuneration of the KMP against the performance of the Company |
1 |
Mr. Ashok Kumar Agarwal, Non-Executive Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
2 |
Mr. Vineet Agarwal, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
3 |
Mrs. Manju Srivatsa, Independent Director1 |
NIL |
NIL |
Not Applicable |
Not Applicable |
4 |
Mr. Purushottam Agarwal, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
5 |
Mr. Hemant Kaul, Non-Executive Director & Chairman |
NIL |
NIL |
Not Applicable |
Not Applicable |
6 |
Mrs. Sonu Halan Bhasin, Independent Director |
NIL |
NIL |
Not Applicable |
Not Applicable |
7 |
Gopal Ved Prakash Sharma, Managing Director2 |
NIL |
NIL |
Not Applicable |
Not Applicable |
8 |
Vedant Kanoi , NonExecutive Director3 |
NIL |
NIL |
Not Applicable |
Not Applicable |
9 |
Mr. Amitava Ghosh, CEO |
3348151 |
13.85% |
Not Applicable |
Profit Before Tax increased by 24.55% |
10 |
Mr. Dilip Kumar Morwal, Company Secretary |
1305918 |
22.68% |
Not Applicable |
|
11 |
Mr. Rajiv Tiwari, CFO |
1088499 |
20.61% |
Not Applicable |
* Mrs. Manju Srivatsa resigned from the directorship of the company w.e.f. 09.05.2016
** Mr. Gopal Ved Prakash Sharma was appointed as Managing Director w.e.f. 29.04.2017
*** Mr. Vedant Kanoi was appointed as Non-Executive Director w.e.f. 29.04.2017
Notes: -
i) Median remuneration of employees of the Company during the financial year ended 31.03.2017 was Rs.182789/-
ii) In the financial year there was an increase of 13.57% in the median remuneration of employees.
iii) There were 215 confirmed employees on the rolls of the Company as on 31st March 2017
iv) Relationship between average increase in remuneration and company performance- Profit before Tax increased by 24.50% in the financial year 201617 in comparison to financial year 2015-16.
v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company: -
The total remuneration of Key Managerial Personnel increased by 18% whereas the Profit before Tax increased by 24.50%
vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2017 was Rs.6076.86 Lacs (Rs.3000.29 Lacs as on 31st March 2016)
b) Price Earnings Ratio of the Company was 32.74 at 31st March 2017 and was 20.07 as at 31st March 2016.
c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable
vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Average percentage increase made in the salaries of employees other than managerial personnel in last financial year i.e. 2016-17 was 13%% whereas increase in the managerial remuneration for the same financial year was 24.50%
viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees
ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: -
x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.
C) None of the Directors including Whole Time Director received any commission from the Wholly Owned subsidiaries of the company during the year under consideration.
HUMAN RESOURCES MANAGEMENT
To ensure good human resources management at Transcorp International Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams As on 31.03.2017, 268 Employees were on rolls of the company.
DISCLOSURES
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy: N.A.
(I) The steps taken or impact on conservation of energy;
(ii) The steps taken by the company for utilizing alternate sources of energy;
(iii) The capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) The expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Earnings and outflow on account of foreign exchange are as under and also have been disclosed in the notes to the accounts. Cash flow statement pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.
PUBLIC DEPOSITS
The Company has outstanding deposits of Rs.999.40 Lacs as on 31st March 2017 as compared to Rs.1324.42 Lacs as on 31st March, 2016 from the public. However, there were no overdue deposits except unclaimed deposits of Rs.11.73 Lacs.
The details relating to deposits, covered under Chapter V of the Companies Act, 2013, -
(a) Accepted during the year ended 31st March 2017; Rs.309.39 lacs (including renewal)
(b) Remained unpaid or unclaimed as at the end of the year; Rs.11.73 Lacs (unclaimed)
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.
(i) At the beginning of the year; NIL
(ii) Maximum during the year; NIL
(iii) At the end of the year; NIL
The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Committee of the Company consists of following members as on 31st March 2017:
S. No. |
Name of Member |
Position |
1 |
Mr. Ashok Kumar Agarwal |
Member |
2 |
Mr. Vineet Agarwal |
Member |
3 |
Mr. Purushottam Agarwal |
Member |
The Company has spent Rs.4,11,250/- on CSR activities. A meeting of CSR committee was held on 09.05.2016 to approve the budget for CSR activities and accordingly Rs.4,11,250/- was spent during the financial year 2016-2017 on approved CSR activities.
Information in format for the annual report on CSR activities to be included in the Boardâs Report as prescribed under Companies (CSR Policy) Rules, 2014 is enclosed with the report as Annexure: 5
The Company has devised a Policy (available on the web-site of the company at http://www.transcorpint.com on Corporate Social Responsibility (CSR).
VIGIL MECHANISM
The Company has established a Vigil Mechanism in terms of Section 177 (9) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism are given in the Corporate Governance Section, which is annexed herewith.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.
S.No. |
No. of complaints received |
No. of complaints disposed off |
1 |
NIL |
N.A. |
DIRECTORâS RESPONSIBILTY STATEMENT
The Directors would like to inform the members that the audited accounts for the financial year 31st March 2017 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditorâs M/s Anand Jain & Co. Pursuant to the provisions of Section 134(3) (c) of Companies Act, 2013, the Directors further confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 year ended 31st March 2017 and of the profit and loss of the company for the year ended on that date;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from to time to time on due dates, to the Investor Education and Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 22, 2016 (date of last Annual General Meeting) on the Companyâs website (www.transcorpint.com), and also on the Ministry of Corporate Affairsâ website.
COMPLIANCE
The Company continued to vigorously pursue its commitment in adhering to the highest standards of compliance. The compliance function in the Company plays a pivotal role in ensuring that the overall business of the Company is conducted in accordance with regulatory prescriptions. The Compliance function facilitates improvement in the compliance culture in the Company through various enablers like dissemination of regulatory changes and spreading compliance knowledge through training, circulars and other means of communication and direct interaction. To ensure that all the businesses of the Company are aware of compliance requirements, the compliance function is involved in vetting of new products and processes, evaluating adequacy of internal controls and examining systemic correction required, based on its analysis and interpretation of the regulatory doctrine and the deviations observed during compliance monitoring and testing programs. This function also ensures that internal policies address the regulatory requirements, besides vetting processes for their robustness and regulatory compliances. During the year, all the reports and statements were filed with the prescribed authorities as per the requirement of various applicable laws.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.
There had been no changes in the nature of companyâs business. Company has 2 Wholly Owned subsidiaries. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation for the guidance and support received from the Reserve Bank of India, Financial Intelligence Unit, our bankers, shareholders, deposit holders, business associates, principals, suppliers and our esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put in by them at all levels to achieve the overall results during the year under consideration.
For and on behalf of the Board
HEMANT KAUL GOPAL VED PRAKASH SHARMA
Place: Jaipur Non-Executive Chairman Managing Director
Date: 27th May, 2017 DIN: 00551588 DIN : 00016883
Mar 31, 2015
Dear Members,
The directors are pleased to present the 20th annual report together
with the audited financial statements for the year ended 31st March
2015:-
FINANCIAL RESULTS
Particulars For the year For the year
ended ended
31.03.2015 31.03.2014
Profit Before Finance Cost,
Depreciation and Tax 799.80 655.56
Less: Finance Cost 443.31 403.31
Profit before Depreciation and Tax 356.49 252.25
Less: Depreciation 130.08 78.24
Profit Before Tax (PBT) 226.41 174.00
Less: Tax Expenses 18.87 71.62
Profit After Tax (PAT) 207.54 102.38
Add: Previous surplus brought forward 836.52 772.20
Profit available for appropriation 1044.06 874.59
Adjustment relating to Fixed Assets-
carrying amount of assets with
useful life being 42.87 0
NIL at the opening of year
(net of tax effect Rs. 2058902/-)
Proposed Dividend 40.68 32.55
Tax on Proposed Dividend 8.28 5.53
Balance carried to Balance Sheet 952.23 836.52
DIVIDEND
The Directors have recommended a dividend of Rs 0.80 per equity share
(previous Year Rs 0.80 per equity share) be paid for the financial year
ended 31st March 2015 amounting to Rs 48.96 Lacs (inclusive of tax of
Rs 8.28 Lacs). The dividend payout is subject to approval of members at
the ensuing Annual General Meeting. The dividend (if approved by
members) will be paid to members whose names appear in the Register of
Members at the close of working hours of the Company on 29th July 2015
to the extent eligible.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF
COMPANY'S AFFAIR
During the year your Company received Authorized Dealer Category II
License from Reserve Bank of India (RBI) and with this the company is
authorized to undertake various permissible outward remittance
activities such as remittance for overseas education, medical treatment
abroad, Emigration and Emigration consultancy fees and for other
permissible purposes. The company is also licensed to operate the Money
Transfer Services System (MTSS) by the RBI and carries on the business
of Money Transfer as a principal agent of Western Union.
During the year 2014-15, the markets showed moderate growth. There was
a growth in foreign exchange markets in few areas. The foreign exchange
business did well during the year in comparison to last years. More
than 20 Lacs inward remittance transactions were processed during the
financial year 2014-2015. During the year under consideration, your
company again consolidated the operations in both wholesale as well as
retail segment of the foreign exchange business and is aggressively
pursuing the inward remittance business. Apart from this the company is
a corporate agent of Bajaj Allianz General Insurance Limited and has
entered in an all India Business Correspondence agreement with State
Bank of India.
The gross revenue of the Company for the year ended 31st March, 2015
was Rs 98841.03 Lacs as compared to Rs 66308.19 Lacs in previous year
ended 31st March 2014 and witnessed a growth of 49% over the last year.
The short term as well as long term outlook for the Company is
positive, looking at the developing market scenario, focus on better
resource management and thrust to expand network.
Detailed information about the operations of the Company is
incorporated in the Management Discussion and Analysis Report. The
Financial Highlights are mentioned above while segment wise performance
is not reported as company deals in only one segment i.e. Foreign
Exchange and Inward Remittance. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or
courts or tribunals which may impact the going concern status and
company's operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed and the financial statements are showing true and fair
view.
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashok Agarwal (having DIN
01237294) retire by rotation at the ensuing Annual General Meeting of
the Company and being eligible offer himself for reappointment. Dr. Ram
S. Tarneja (DIN: 00009395), Mr. Vineet Agarwal (DIN: 00380300) and Mr.
Deepak Agarwal (DIN: 00454152) and Mrs. Manju Srivatsa (DIN: 02448387)
being independent directors are not eligible for retire by rotation and
their tenure is valid till the conclusion of 24th annual general
meeting in the calendar year 2019 as required by Section 149, 152 read
with Schedule IV of the Companies Act, 2013 and clause 49 of the
listing agreement. None of the directors of the Company are
disqualified from being appointed as director in terms of Section 164
of the Act and have given their consent to act as directors. The
Company has also received declarations from independent directors that
they meet the criteria of independence as prescribed both under Section
149(6) of the Companies Act, 2013 and under clause 49 of the listing
agreement which is enclosed with the report as Annexure 1.
Mr. Aloke Kumar Choudhary (DIN:00582165), Non-Executive Director of the
Company resigned from the Directorship of the company w.e.f.
15.05.2015. Mr. Amitava Ghosh (DIN:02193354) also resigned from the
post of Whole Time Director and Directorship of the Company w.e.f.
16.05.2015 and 18.05.2015 respectively. The Board places on record its
deep appreciation for the valuable contribution made by Mr. Aloke Kumar
Choudhary and Mr. Amitava Ghosh during their tenure as Director of the
Company.
During the year the company appointed Mrs. Manju Srivatsa
(DIN:02448387) as an additional director who was then confirmed as a
Director by the shareholders of the company in their 19th annual
general meeting held on 19th July 2014 and with this the company has
fulfilled the requirement of appointment of a Woman Director in the
company.
The Company has devised a Policy (available on the web-site of the
company i.e. www.transcorpint.com ) on directors appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters
specified under the provisions of Section 178 of Companies Act, 2013.
The Policy also includes performance evaluation of Independent
Directors, Board, Committees and other individual Directors which
include criteria for performance evaluation of the non-executive
directors and executive directors. The Board has done a formal annual
evaluation as required under the provisions of Companies Act, 2013.
Information regarding the meeting of directors and remuneration etc. is
given in the Corporate Governance report attached with the report.
During the year the company appointed Mr. Rajiv Tiwari as Chief
Financial Officer (CFO). Mr. Amitava Ghosh who has resigned from the
post of Whole Time Director and Directorship of the Company was
appointed as Chief Executive Officer (CEO) of the Company w.e.f. 18th
May 2015. The company is having following Key Managerial Personnel:-
Key Managerial Personnel Designation
Mr. Amitava Ghosh Chief Executive Officer
Mr. Dilip Morwal Company Secretary
Mr. Rajiv Tiwari Chief Financial Officer
AUDITORS
M/s Anand Jain & Co., Chartered Accountants, Jaipur (Firm Registration
No. 001857C), Statutory Auditors of the Company were appointed in the
19th Annual General Meeting held on 19th July 2014 to holds office
until the conclusion of the 22nd Annual General Meeting going to be
held in the calendar year 2017 subject to ratification of their
appointment in every annual general meeting. The Company has received a
letter from the auditors to the effect that ratification of their
appointment, to hold office from the conclusion of this annual general
meeting till the conclusion of next annual general meeting , if made,
would be within the prescribed limits, they fulfill the criteria
provided in Section 141 of the Companies Act, 2013 and are not
disqualified for such ratification of their appointment under the
Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules
or regulations made thereunder. As per their letter there were no
proceedings against them pending with respect to professional matters
of conduct. Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and rules framed there under it is therefore proposed to
ratify their appointment to hold office from the conclusion of this
Annual General Meeting till the conclusion of next Annual General
Meeting.
The observations of Auditors in their Report, read with the relevant
notes on accounts in Note 27, are self explanatory and do not require
further explanation. SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Sanjay Kumar Jain, Company Secretary
(having membership no.4491 and CP no.7287), to conduct Secretarial
Audit for the financial year 2014-15. The Secretarial Audit Report for
the financial year ended March 31, 2015 is enclosed with this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. The Secretarial Audit Report for the
year 2014-2015 is enclosed with the report as Annexure 2.
SHARE CAPITAL
A) Bonus Shares
During the year the Company came out with Bonus issue and allotted
1017048 equity shares on 30th September 2014 in ratio of one share for
every four shares held. All such shares are ranking pari passu with the
existing share capital of the company. These shares were listed on the
Bombay Stock Exchange w.e.f. 19th November 2014.
B) Issue of equity shares with differential rights
There were no shares issued with differential rights during the
financial year 2014-15.
C) Issue of sweat equity shares
No sweat equity shares were issued during the financial year 2014-15.
D) Issue of employee stock options
No employee stock option was given or issued during the financial year
2014-15
E) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of
its own shares by employees or by trustees for the benefit of employees
or by trustees for the benefit of employees.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of section 92(3) of Companies Act, 2013, the
extract of the annual return in Form No. MGT-9 is enclosed with the
report as Annexure 3.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance and a Certificate from the
Statutory Auditors of the Company regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement(s) with the Stock Exchange(s) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the CEO and CFO , inter alia, confirming the correctness
of the financial statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee in terms of the said
Clause, is also enclosed as a part of the Report. WHOLLY OWNED
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp
Estates Private Limited and Ritco Travels and Tours Private Limited.
The annual accounts for the year ended 31st March 2015 of Transcorp
Estates Private Limited (TEPL) and Ritco Travels and Tours Private
Limited (RTTPL), the wholly owned subsidiaries of the Company, together
with other documents as required under section 129(3) of the Companies
Act, 2013, (the Act) form part of this Annual Report. A statement in
Form AOC-I pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014 containing salient
features of the financial statement of subsidiaries/associate
companies/joint venture is enclosed with this report as Annexure-4.
None of the company became or ceased to be company's Subsidiaries,
joint ventures or associate companies during the year 2014-2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED
UNDER SECTION 186
Following table is showing the particulars of Loans, guarantees or
investments made under section 186 of Company Act, 2013
Name of the Company Nature of transaction Maximum
Amount during
the year2014-15
(inRs)
Asian Capital Market
Pvt. Ltd. Loans and Advances 1507545
for business purpose
Bansal Coal Udyug Loans and Advances 7062741
for business purpose
Durga Commosales
Pvt. Ltd. Loans and Advances 10386296
for business purpose
Devadattam Multitrade
Pvt. Ltd. Loans and Advances 18027110
for business purpose
Hi Tech Information Loans and Advances 7420446
for business purpose
HDFC Wisdom Overseas
Pvt. Ltd. Loans and Advances 3700602
for business purpose
Rameswara Niket Loans and Advances 9844672
for business purpose
Shri Ganesh Cotton Company
Ltd Loans and Advances 2094247
for business purpose
Suneha Trading Loans and Advances 5455217
for business purpose
Thirdwave Buss.Aids
Pvt.Ltd. Loans and Advances 5365380
for business purpose
Axis Bank Ltd. Investment in quoted 2461738
Equity Instruments
Larsen And Toubro Ltd. Investment in quoted 747147
Equity Instruments
Ultra Tech Cement Ltd. Investment in quoted 628765
Equity Instruments
Biocon Ltd. Investment in quoted 1249527
Equity Instruments
TCS Ltd. Investment in quoted 2966898
Equity Instruments
Dr. Reddy Laboratories Ltd. Investment in quoted 1379029
Equity Instruments
Reliance Industries Limited Investment in quoted 753472
Equity Instruments
Ht Media Limited Investment in quoted 339550
Equity Instruments
Transcorp Estates Pvt. Ltd. Investment in WOS 285220000
Ritco Travels And Tours
Pvt. Ltd. Investment in WOS 39900000
Name of the Company Closing Remarks
balance as on 31.03.2015 (in Rs)
Asian Capital Market Pvt. Ltd. 9213 Repayable on Demand
Bansal Coal Udyug 24815 Repayable on Demand
Durga Commosales Pvt. Ltd. 10386296 Repayable on Demand
Devadattam Multitrade Pvt. Ltd. 18027110 Repayable on Demand
Hi Tech Information 38092 Repayable on Demand
HDFC Wisdom Overseas Pvt. Ltd. 218465 Repayable on Demand
Rameswara Niket 9844672 Repayable on Demand
Shri Ganesh Cotton Company Ltd 20942246 Repayable on Demand
Suneha Trading 5455217 Repayable on Demand
Thirdwave Buss.Aids Pvt.Ltd. 5060894 Repayable on Demand
Axis Bank Ltd. 1388294 Non Current Investment
Larsen And Toubro Ltd. 735599 Non Current Investment
Ultra Tech Cement Ltd. 0 Non Current Investment
Biocon Ltd. 0 Non Current Investment
TCS Ltd. 0 Non Current Investment
Dr. Reddy Laboratories Ltd. 0 Non Current Investment
Reliance Industries Limited 0 Non Current Investment
Ht Media Limited 0 Non Current Investment
Transcorp Estates Pvt. Ltd. 285220000 Non Current Investment
Ritco Travels And Tours Pvt. Ltd. 39900000 Non Current Investment
Loans, advances and security given to/for Wholly Owned Subsidiaries
should be read with the relevant notes on accounts in Note 27.
MANAGERIAL REMUNERATION:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
Name of Director/KMP Remuneration of % increase in
and Designation Director/KMP for Remuneration
financial year in the financial year
2014-15 (in ') 2014-15
Dr.Ram S.Tarneja, NIL NIL
Chairman and Independent
Director
Mr. Ashok Agarwal, NIL NIL
Non-Executive Director
Mr. Aloke Kumar Choudhary, NIL NIL
Non Executive Director
Mr. Vineet Agarwal, NIL NIL
Independent Director
Mr. Deepak Agarwal, NIL NIL
Independent Director
Mrs. Manju Srivatsa, NIL NIL
Independent Director
Mr. Amitava GhOsh/ 2577209 8.63%
Executive Director
Mr. Dilip Morwa|,
Company Secretary 856471 17.52%
Mr Rajiv Tiwari, 708792 Not Applicable
CFO
Name of Director/KMP Ratio of remuneration Comparison of the
and Designation of each Director/to Remuneration of the
median remuneration KMP against the
of employees performance of
the Company
Dr. Ram S. Tarneja, Not Applicable Not Applicable
Chairman
and Independent
Director
Mr. Ashok Agarwal, Not Applicable Not Applicable
Non-Executive Director
Mr. Aloke Kumar Choudhary, Not Applicable Not Applicable
Non Executive Director
Mr. Vineet Agarwal, Not Applicable Not Applicable
Independent Director
Mr. Deepak Agarwal, Not Applicable Not Applicable
Independent Director
Mrs. Manju Srivatsa, Not Applicable Not Applicable
Independent Director
Mr. Amitava Ghosh, Revenue of the
Executive Director company increased by
49%,Profit BeforeTax
Incresed by 103% in
Mr. Dilip Morwal, Not Applicable finacial year 2014-
Company Secretary 2015.
Mr. Rajiv Tiwari, Not Applicable
CFO
Mr. Aloke Kumar Choudhary resigned from the directorship of the
company w.e.f. 15.05.2015
Mrs. Manju Srivatsa was appointed as Independent Director by
shareholders of the company w.e.f. 19.07.2014
***Mr. Amitava Ghosh resigned from the post of Whole Time Director
(Designated as Executive Director) and Directorship of the Company
w.e.f.
16.05.2015 and respectively 18.05.2015.
Mr. Rajiv Tiwari Appointed as CFO w.e.f. 01.05.2014 Notes:-
i) Median remuneration of employees of the Company during the financial
year was Rs.122046/-
ii) In the financial year there was an increase of 19.89% in the median
remuneration of employees.
iii) There were 223 confirmed employees on the rolls of the Company as
on 31st March 2015
iv) Relationship between average increase in remuneration and company
performance- Revenue of the company increased by 49%, Profit Before Tax
increased by 30% and Profit After Tax increased by 103% in financial
year 2014-2015 in comparison to financial year 2013-14.
v) Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the company:-
The total remuneration of Key Managerial Personnel increased by 10.72%%
whereas the revenue of the company increased by 49%, Profit Before Tax
increased by 30% and Profit After Tax increased by 103% in financial
year 2014-2015.
vi) a) Variation in the market capitalization of the company: The
market capitalization as on 31st March 2015 was Rs 2384.98 Lacs (Rs
1442.17 Lacs
as on 31st March 2014)
b) Price Earning Ratio of the Company was 10.35 as at 31st March 2015
and was 14.07 as at 31st March 2014.
c) Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer: Not Applicable
vii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out of there are any
exceptional circumstances for increase in the managerial remuneration:
Average percentage increase made in the salaries of employees other
than managerial personnel in last financial year i.e. 2014-15 was
19.89% whereas increase in the managerial remuneration for the same
financial year was 10.72%
viii) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Human Resources, Nomination and
Remuneration Committee as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees
ix) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
x) It is hereby affirmed that the remuneration paid is as per the as
per the Remuneration Policy for Directors, Key Managerial Personnel and
other Employees.
B) Details of the every employee of the Company as required pursuant to
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under clause 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 hence particulars as required under
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not given.
C) None of the Directors including Whole Time Director received any
commission from the Wholly Owned subsidiaries of the company during the
year under consideration.
HUMAN RESOURCES MANAGEMENT
To ensure good human resources management at Transcorp International,
we focus on all aspects of the employee lifecycle. This provides a
holistic experience for the employee as well. During their tenure at
the Company, employees are motivated through various skill-development,
engagement and volunteering programs. All the while, we create
effective dialogs through our communication channels to ensure that the
feedback reach the relevant teams As on 31.03.2015 282 employees were
on rolls of the company.
DISCLOSURES
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) Conservation of energy: N.A.
(i) The steps taken or impact on conservation of energy;
(ii) The steps taken by the company for utilising alternate sources of
energy;
(iii) The capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
((i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution;
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and
(iv) The expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows.
Earnings and outflow on account of foreign exchange are as under and
also have been disclosed in the notes to the accounts. Cash flow
statement pursuant to clause 32 of the listing agreement forms part of
this annual report.
Particulars 2014- 2015 2013-2014
Expenditure in Foreign Currency, Traveling
etc. 10418132 2931812
Donation 0.00 2500389
Earning in Foreign Currency (excluding
reimbursement of expenses) 355930981 347700069
Commission/Income (Amount in Rs.)
PUBLIC DEPOSITS
The Company has outstanding deposits of Rs 961.39 Lacs as on 31st March
2015 as compared to Rs 952.32 Lacs as on 31st March, 2014 from the
public. However there were no overdue deposits except unclaimed
deposits of Rs.2.89 Lacs.
The details relating to deposits, covered under Chapter V of the
Companies Act, 2013,-
(a) Accepted during the year ended 31st March 2015; Rs.10622465
(including renewal)
(b) Remained unpaid or unclaimed as at the end of the year; Rs 289181
(unclaimed)
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved- N.A.
(i) At the beginning of the year; NIL
(ii) Maximum during the year; NIL
(iii) At the end ofthe year; NIL
The details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013: NIL CORPORATE
SOCIAL RESPONSIBILITY (CSR)
In anticipation of fulfillment of eligibility criteria, the Company has
during the financial year ended 31st March 2015 has constituted a CSR
Committee consisting of following members:
Name of Member Position
Mr. Ashok Agarwal Member
Mr. Vineet Agarwal Member
Mr. Deepak Agarwal Member
Since the CSR norms are still not applicable on the company hence, the
disclosures as per Rule 9 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is not required to be made.
During the year no meeting was held of the CSR committee.
The Company has devised a Policy (available on the web-site of the
company at http://www.transcorpint.com/policies/CSRpolicy-TIL.pdf on
Corporate Social Responsibility (CSR) which was approved by the Board
of Directors on 21st January 2015.
VIGIL MECHANISM
The Company has established a Vigil Mechanism in terms of Section 177
(10) of the Companies Act, 2013 and also in terms of Clause 49 of the
Listing Agreement. The details of the Vigil Mechanism are given in the
Corporate Governance Section, which is annexed herewith.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
No. of complaints received No. of complaints disposed off
NIL N.A.
DIRECTOR'S RESPONSIBILTY STATEMENT
The Directors would like to inform the members that the audited
accounts for the financial year 31st March 2015 are in full conformity
with the requirements of the Companies Act, 2013. The financial results
are audited by the statutory auditors M/s Anand Jain & Co. Pursuant to
the provisions of Section 134(3) (c) of Companies Act, 2013, the
Directors further confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had 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 year ended 31st March 2015
and of the profit and loss of the company for the year ended on that
date;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis;
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively; and
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard 21 on Consolidated Financial
Statements, the Audited Consolidated Financial Statements are provided
in the Annual Report.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
The amounts which remained unpaid or unclaimed for a period of seven
years have been transferred by the company, from to time to time on due
dates, to the Investor Education and Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on July 19, 2014
(date of last Annual General Meeting) on the Company's website
(www.transcorpint.com), as also on the Ministry of Corporate Affairs'
website.
COMPLIANCE
The Company continued to vigorously pursue its commitment in adhering
to the highest standards of compliance. The compliance function in the
Company plays a pivotal role in ensuring that the overall business of
the Company is conducted in accordance with regulatory prescriptions.
The Compliance function facilitates improvement in the compliance
culture in the Company through various enablers like dissemination of
regulatory changes and spreading compliance knowledge through training,
newsletters and other means of communication and direct interaction. To
ensure that all the businesses of the Company are aware of compliance
requirements, the compliance function is involved in vetting of new
products and processes, evaluating adequacy of internal controls and
examining systemic correction required, based on its analysis and
interpretation of the regulatory doctrine and the deviations observed
during compliance monitoring and testing programs. This function also
ensures that internal policies address the regulatory requirements,
besides vetting processes for their robustness and regulatory
compliances. During the year all the reports and statements were filed
with the prescribed authorities as per the requirement of various
applicable laws.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments
taking place in the country and worldwide. The information technology
adopted by the company serves as an important tool of internal control
as well as providing the benefits of modern technology to its esteemed
customers. All the branches of the company are integrated and data is
centralized at the head office level. Company is taking utmost
precautions for the security of data and having a dedicated team for
this.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as otherwise mentioned in this director report, if
any.
There had been no changes in the nature of company's business. Company
has 2 Wholly Owned subsidiaries. To the best of information and
assessment there has been no material changes occurred during the
financial year generally in the classes of business in which the
company has an interest except as otherwise mentioned in this director
report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
Financial Intelligence Unit, our bankers, shareholders, deposit
holders, business associates, principals, suppliers and our esteemed
customers during the year under review.
The Directors also wish to thank all the employees for efforts put in
by them at all levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
VINEET AGARWAL DEEPAK AGARWAL
Place: Jaipur Director Director
Date: 18th May 2015 DIN : 00380300 DIN: 00454152
Mar 31, 2014
Dear Members,
The directors are pleased to present the 19th annual report together
with the audited statement of accounts for the year ended 31st March
2014.
FINANCIAL RESULTS
Particulars For the year For the year
ended ended
31.03.2014 31.03.2013
Profit Before Interest, 655.56 537.50
Depreciation and Tax
Less: Interest 403.31 308.98
Profit before Depreciation and Tax 252.25 228.52
Less: Depreciation 78.24 71.27
Profit Before Tax (PBT) 174.00 157.25
Less: Provision for Taxation (inclusive of
Deferred Tax, Current Tax) 71.62 12.16
(Net of MAT Credit)
Profit After Tax (PAT) 102.38 145.08
Add: Previous surplus brought forward 772.20 687.51
Profit available for appropriation 874.59 832.59
Transferred to General Reserve 0 3.65
Proposed Dividend 32.55 48.82
Tax on Proposed Dividend 5.53 7.92
Balance carried to Balance Sheet 836.52 772.20
DIVIDEND
The Directors recommend that a dividend of Re. 0.80 per share (previous
Year Rs. 1.20 per share) be paid for the financial year ended 31st
March 2014. OPERATIONS
Your Company is a Full Fledged Money Changer and thus is an Authorized
Money Changer, licensed by Reserve Bank of India (RBI). The company is
also licensed to operate the Money Transfer Services System (MTSS) by
the RBI and carries on the business of Money Transfer as a principal
agent of Western Union. During the year the company started the
business of Domestic Money Transfer as a Principal Agent of Western
Union.
During the year 2013-14, the markets showed moderate growth. There was
a growth in foreign exchange markets in few areas. The foreign exchange
business did well during the year in comparison to last years. The
money transfer business grown by 12.60% in comparison to last year.
During the year under consideration, your company again consolidated
the operations in both wholesale as well as retail segment of the
foreign exchange business and is aggressively pursuing the inward
remittance business.
Last year the Reserve Bank of India came up with new regulations for
appointment of Franchisee for inward remittance which has put many
entry barrierr. The company has complied with all the prescribed norms
and trying to expand the network.
The gross revenue of the Company for the year ended 31st March, 2014
was Rs. 66308.19 Lacs as compared to 66919.04 Lacs in previous year
ended 31st March 2013.
The short term as well as long term outlook for the Company is
positive, looking at the developing market scenario, focus on better
resource management and thrust to expand network.
Detailed information about the operations of the Company is
incorporated in the Management Discussion and Analysis Report. The
Financial Highlights are mentioned above while segment wise performance
is not reported as company deals in only one segment i.e. Foreign
Exchange and Inward Remittance. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ashok Kumar Agarwal (having
DIN 01237294) and Dr. Ram S. Tarneja (having DIN 00009395) retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible offer themselves for reappointment. Dr. Ram S. Tarneja (DIN:
00009395), Mr. Vineet Agarwal (DIN: 00380300) and Mr. Deepak Agarwal
(DIN: 00454152) being independent directors are proposed to be
re-appointed as Independent directors to hold office for five
consecutive years for a term upto the conclusion of 24th annual general
meeting in the calendar year 2019 as required by Section 149, 152 read
with Schedule IV of the Companies Act, 2013 and clause 49 of the
listing agreement. All these independent directors are not disqualified
from being appointed as director in terms of Section 164 of the Act and
have given their consent to act as directors. The Company has also
received declarations from these directors that they meet the criteria
of independence as prescribed both under Section 149(6) of the
Companies Act, 2013 and under clause 49 of the listing agreement.
Company has received requisite notices in writing under Section 160 of
the Companies Act,2013 alongwith deposit of requisite amount from
members proposing candidature of Dr. Ram S. Tarneja (DIN: 00009395),
Mr. Vineet Agarwal (DIN: 00380300) and Mr. Deepak Agarwal (DIN:
00454152) for appointment as independent director.
AUDITORS
M/s Anand Jain & Co., Chartered Accountants , Jaipur(having membership
no. 071045 of ICAI), , Statutory Auditors of the Company, holds office
until the conclusion of the ensuring Annual General Meeting and are
eligible for re-appointment. The Company has received a letter from the
auditors to the effect that their appointment, if made, would be within
the prescribed limits, they fulfill the criteria provided in Section
141 of the Companies Act, 2013 and are not disqualified for such
reappointment under the Companies Act, 2013, the Chartered Accountants
Act, 1949 and the rules or regulations made thereunder. As per their
letter there were no proceedings against them pending with respect to
professional matters of conduct. Pursuant to the provisions of Section
139 of the Companies Act, 2013 and rules framed there under it is
proposed to appoint them from the conclusion of the forthcoming annual
general meeting till the conclusion of the twenty second Annual general
meeting to be held in the calendar year 2017, subject to ratification
of their appointment at every annual general meeting. The observations
of Auditors in their Report, read with the relevant notes on accounts
in Note 27, are self explanatory and do not require further
explanation.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and lays strong emphasis on transparency,
accountability
and liile:|ii|,.
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement(s)
with the Stock Exchange(s) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the Executive Director, inter alia, confirming the
correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee in
terms of the said Clause, is also enclosed as a part of the Report.
WHOLLY OWNED SUBSIDIARIES
The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp
Estates Private Limited and Ritco Travels and Tours Private Limited.
The annual accounts for the year ended 31st March 2014 of Transcorp
Estates Private Limited (TEPL) and Ritco Travels and Tours Private
Limited (RTTPL), the wholly owned subsidiaries of the Company, together
with other documents as required under section 212 (1) of the Companies
Act, 1956, (the Act) form part of this Annual Report. A statement of
Company''s interest in the subsidiary companies, as required under
section 212 (3) of the Act, is attached with this report.
DISCLOSURES
Particulars under the Companies (Disclosures of particulars in the
Report of Board of Directors) Rules, 1988 on Conservation of Energy and
Technology Absorption are not applicable to your Company.
Earnings and outflow on account of foreign exchange are as under and
also have been disclosed in the notes to the accounts. Cash flow
statement pursuant to clause 32 of the listing agreement forms part of
this annual report.
Particulars 2013-2014 2012 -2013
Expenditure in Foreign Currency, Traveling etc. 2931812 1231770
CIF Value of imports - ca pital goods Advance
for purchase (Amount in Rs.) NIL NIL
Donation 2500389 NIL
Earning in Foreign Currency
(excluding reimbursement of expenses)
Commission/Income (Amount in Rs.) 347700069 295657684
PARTICULARS OF EMPLOYEES
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence, particulars as
required under Companies (Particulars of Employees) Rules, 1975 as
amended are not given. PUBLIC DEPOSITS
The Company has outstanding deposits of Rs. 952.32 Lacs as on 31s1
March 2014 as compared to Rs. 428.41 Lacs as on 31s1 March, 2013 from
the public. However there were no overdue deposits except unclaimed
deposits of Rs.16.75 Lacs.
As per the provisions of Companies Act, 2013, the Company has initiated
all the required process for accepting the deposits from members as
well as from the public. The Company has stopped accepting and renewing
the deposits till the time it completes all the formality for accepting
the deposits as per new guidelines.
DIRECTOR''S RESPONSIBILTY STATEMENT
The Directors would like to inform the members that the audited
accounts for the financial year 31st March 2014 are in full conformity
with the requirements of the Companies Act, 1956. The financial results
are audited by the statutory auditors M/s Anand Jain & Co. The
Directors further confirm that:
a. The applicable accounting standards have been followed in the
preparation of the Annual Accounts and proper explanations have been
furnished, relating to material departures.
b. Accounting Policies have been selected and applied consistently and
reasonably, and prudent judgments have been made so as to give a true
and fair view of the state of affairs of the company and the Profit &
Loss account for the financial year ended 31st March, 2014.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies (Amendment) Act, 2000, for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
d. The annual account has been prepared on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard 21 on Consolidated Financial
Statements, the Audited Consolidated Financial Statements are provided
in the Annual Report.
COMPLIANCE
The Company continued to vigorously pursue its commitment in adhering
to the highest standards of compliance. The compliance function in the
Company plays a pivotal role in ensuring that the overall business of
the Company is conducted in accordance with regulatory prescriptions.
The Compliance function facilitates improvement in the compliance
culture in the Company through various enablers like dissemination of
regulatory changes and spreading compliance knowledge through training,
newsletters and other means of communication and direct interaction. To
ensure that all the businesses of the Company are aware of compliance
requirements, the compliance function is involved in vetting of new
products and processes, evaluating adequacy of internal controls and
examining systemic correction required, based on its analysis and
interpretation of the regulatory doctrine and the deviations observed
during compliance monitoring and testing programs. This function also
ensures that internal policies address the regulatory requirements,
besides vetting processes for their robustness and regulatory
compliances. During the year the company has invested in software
related to compliance which will ensure the proper management of
network and also the submission of quality STRs with FIU.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments
taking place in the country and worldwide. The information technology
adopted by the company serves as an important tool of internal control
as well as providing the benefits of modern technology to its esteemed
customers. All the
branches of the company are integrated and data is centralized at the
head office level. Company is taking utmost precautions for the
security of data and having a dedicated team for this.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as otherwise mentioned in this director report, if
any.
There had been no changes in the nature of company''s business. Company
has 2 Wholly Owned subsidiaries. To the best of information and
assessment there has been no material changes occurred during the
financial year generally in the classes of business in which the
company has an interest except as otherwise mentioned in this director
report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
Financial Intelligence Unit, our bankers, shareholders, deposit
holders, business associates, principals, suppliers and our esteemed
customers during the year under review.
The Directors also wish to thank all the employees for efforts put in
by them at all levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
Place : New Delhi AMITAVA GHOSH DEEPAK AGARWAL
Date : 30th April 2014 Executive Director Director
DIN: 02193354 DIN: 00454152
Mar 31, 2013
The directors are pleased to present the 18th annual report together
with the audited statement of accounts for the year ended 31st March
2013.
F1NANCMLRESULTS (Rs.In Lacs)
Particulars For the year For the year
ended ended
31.03.2013 31.03.2012
Profit Before Interest,
Depreciation and Tax 537.50 592.74
Less: Interest 308.98 304.31
Profit before Depreciation
and Tax 228.52 288.43
Less: Depreciation 71.27 60.26
Profit Before Tax (PBT) 157.25 226.17
Less: Provision for Taxation
(inclusive of Deferred Tax,
Current Tax) 12.16 58.00
(Net of MAT Credit)
Profit After Tax (PAT) 145.08 170.17
Add: Previous surplus
brought forward 687.51 579.09
Profit available for
appropriation 832.59 749.26
Transferred to General Reserve 3.65 5.00
Proposed Dividend 48.82 48.82
Tax on Proposed Dividend 7.92 132
Balance carried to Balance Sheet 772.20 687.51
DIVIDEND
The Directors recommend that a dividend of Rs. 1.20 per share (previous
year Rs. 1.20 per share) be paid for the financial year ended 31st
March 2013.
OPERATIONS
Your Company is a Full Fledged Money Changer and thus is an Authorised
Money Changer, licensed by Reserve Bank of India (RBD. The company is
also licensed to operate the Money Transfer Services System (MTSS) by
the RBI and carries on the business of Money Transfer as a principal
agent of Western
Union.
During the year 2012-13, the markets showed signs of recovery and
fueled travel plans for individuals and corporate. This was reflected
by slight growth in foreign exchange market at few pockets. Similarly,
in our money-transfer business, due to active focus by our principal
Western Union in ''sender'' countries, therewas an overall growth in
business.
During the year under consideration, your company consolidated the
operations in both wholesale as well as retail segment of the foreign
exchange
business. We are aggressively pursuing the Inward remittance business.
The gross revenue of the Company for the year ended 31" March, 2013 was
Rs. 66919.04 Lacs as compared to Rs. 67527.98 Lacs in previous year.
The short term as well as long term outlook for the Company is
positive, looking at the developing market scenario, focus on better
resource management and thrust to expand network.
Detailed information about the operations of the Company is
incorporated in the Management Discussion and Analysis Report. The
Financial Highlights are mentioned above while segment wise performance
Is not reported as company deals In only one segment I.e. Foreign
Exchange and Inward Remittance.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Aloke Choudhary and Mr.
Vlneet Agarwal retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment.
Mr. RSP Sinha, Director resigned on 16" November 2012 from the Board.
The Board acknowledges the contribution of Mr. RSP Sinha in Board and
Audit Committee proceedings.
Mr. Soumya Dutta, Director resigned on 26*" March 2013 from the Board.
The Board acknowledges the contribution of Mr. Soumya Dutta in Board
and
Audit Committee proceedings.
Mr. Deepak Agarwal was appointed as an additional director on the Board
of Directors of the Company. He is an independent Director. In terms of
Section 260 of the Companies Act, 1956, he will hold the office up to
the date of the ensuing Annual General Meeting. The Company has
received requisite notice In writing from the member proposing his
candidature for the office of Director liable to retire by rotation.
Brief profiles of Mr. Aloke Choudhary, Mr. vlneet Agarwal and Mr.
Deepak Agarwal, nature of their expertise in specific functional areas
and names of companies in which they hold directorship and membership/
chairmanship of Board Committees, as stipulated under clause 49 of
Listing Agreement with the Stock Exchanges In India, are provided In
the annexure of Notice of Annual General Meeting.
AUDITORS
M/sAnand Jain & Co., Chartered Accountants, Jaipur, Statutory Auditors
of the Company, holds office untilthe conclusion oftheensuring Annual
General Meeting and are eligible for re-appointmenL The company has
received letter from the Auditors to the effect that their
re-appointment, tf made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Art. The observations of Auditors In their Report, read
with the other explanatory information & summary of significant
accounting policies in note no. 27 & 28 are self explanatory and do not
require further explanation.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and Integrity.
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements)
with the Stock Exchanged) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the Executive Director, inter alia, confirming the
correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Commttleeinterms
of the said Clause, is also enclosed asapart of the Report
WHOLLY OWNED SUBSIDIARIES
The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp
Estates Private Limited and Rttco Travels and Tours Private Limited.
The annual accounts for the year ended 31st March 2013 of Transcorp
Estates Private Limited and Ritco Travels and Tours Private Limited,
the wholly owned subsidiaries of the Company, together with other
documents as required under section 212 (1) of the Companies Act, 1956,
(the Act) form part of this Annual Report. A statement of Company''s
interest in the subsidiary companies, as required under section 212 (3)
of the Act, is attached with this report.
DISCLOSURES
Particulars under the Companies (Disclosures of particulars in the
Report of Board of Directors) Rules, 1988 on Conservation of Energy and
Technology Absorption are not applicable to your Company.
Earnings and outflow on account of foreign exchange are as under and
also have been disclosed in the other explanatory information. Cash
flow statement pursuant to clause 32 of the listing agreement forms
part of this annual report
Particulars 2012-2013 2011-2012
Expenditure in Foreign
Currency, Traveling etc 1231770 1416887
(3F Value of imports -
capital goods
Advance for purchase NIL NIL
Earning in Foreign Currency
(excluding reimbursement of
expenses) 295657684 271828508
Commission/Income
PARTICULARS OF EMPLOYEES
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under Section 217(2A)of the Companies Act, 1956. Hence, particulars as
required under Companies (Particulars of Employees) Rules, 1975 as
amended are not given. PUBLIC DEPOSITS
The Company has outstanding deposits of Rs. 428.41 Lacs as on 31* March
2013 as compared to Rs. 248.41 Lacs as on 31* March, 2012 from the
public. However there were no overdue deposits except unclaimed
deposits of Rs.13.08 Lacs. DIRECTOR''S RESPONSIBQ.Tr STATEMENT
The Directors would like to Inform the members that the audited
accounts for the financial year 31* March 2013 are In full conformity
with the requirements of the Companies Act, 1956. The financial results
are audited by the statutory auditors M/sAnandJain&Co. The Directors
further confirm that
a. The applicable accounting standards have been followed In the
preparation of the Annual Accounts and proper explanations have been
furnished, relating to material departures.
b. Accounting Policies have been selected and applied consistently and
reasonably, and prudent judgments have been made so as to give a true
and fair view of the state of affairs of the com pany and the Profit &
Loss account for the financial year ended 31" March, 2013.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies (Amendment) Act, 2000, for safeguarding the assets of the
company and detecting fraud and other irregularities.
d. The annual account has been prepared on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard 21 on Consolidated Financial
Statements, the Audited Consolidated Financial Statements are provided
in the Annual Report.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments
taking place in the country and worldwide. The information technology
adopted by the company serves as an Important tool of Internal control
as well as providing the benefits of modem technology to Its esteemed
customers. All the branches of the company are integrated and data is
centralized at the head office level. Company is taking utmost
precautions for the security of data. MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as otherwise mentioned in this director report, if
any.
There had been no changes in the nature of company''s business. Company
has 2 Wholly Owned subsidiaries. To the best of information and
assessment there has been no material changes occurred during the
financial year generally in the classes of business in which the
company has an interest except as otherwise mentioned In this director
report, If any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
our bankers, shareholders, deposit holders, business associates and our
esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put In
by them atall levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
Place: New Delhi AMTTAVA GHOSH DEEPAK AGARWAL
Date : 16* May 2013 Executive Director
Additional Director
Mar 31, 2012
The directors are pleased to present the 17th annual report together
with the audited statement of accounts for the year ended 31st March
(Rs. In Lacs)
Particulars For the year For the year
ended ended
31.03.2012 31.03.2011
Profit Before Interest, Depreciation
and Tax 592.86 647.67
Less: Interest 304.43 207.18
Profit before Depreciation and Tax 288.43 440.49
Less: Depreciation 60.26 74.22
Profit Before Tax (PBT) 228.17 366.27
Less: Provision for Taxation
(inclusive of Deferred Tax and
Current Tax 58.00 79.58
(Net of Tax revert back)
Profit After Tax (PAT) 170.17 286.69
Add: Previous surplus brought forward 579.09 339.68
Profit available for appropriation 749.26 626.37
Transferred to General Reserve 5.00 0.00
Proposed Dividend 48.82 40.68
Tax on Proposed Dividend 7.92 6.60
Net Surplus 687.51 579.09
DIVIDEND
The Directors recommend that a dividend of Rs. 1.20 per share (previous
YearRs. 1 per share) be paid for the financial year ended 31st March
2012.
OPERATIONS
Your Company is a Full Fledged Money Changer and thus is an Authorised
Money Changer, licensed by Reserve Bank of India (RBI). The company is
also licensed to operate the Money Transfer Services System (MTSS) by
the RBI and carries on the business of Money Transfer as a principal
agent of Western Union. Money Changing and Money Transfer are the
principal businesses carried out by the company.
During the year 2011-12, the markets showed signs of recovery and
fueled travel plans for individuals and corporates. This was reflected
by slight growth in foreign exchange market at few pockets. Similarly,
in our money-transfer business, due to active focus by our principal
Western Union in 'sender' countries, there was an overall growth in
business.
During the year under consideration, your company consolidated the
operations in both wholesale as well as retail segment of the foreign
exchange business. We are aggressively pursuing the inward remittance
business. During the year under consideration sub-agents locations were
reached a level of 9500 sub-agents resulting a very good growth in
transactions.
Your Company is also expanding geographically with a plan to open more
branches, outlets and destinations during the current year to further
expand the direct reach of the Company to maximum number of retail
clients.
In money-changing business, the Company has taken major corrective
action during first half of year to improve margins and the product
mix, which has impacted the business as is visible in the turnover and
income of money-changing business during the year. However the
corrective actions taken started showing positive results from end of
the last quarter of this year. Your Company has tied-up with some of
the leading banks for sale of Foreign Currency Cards and Outward
Remittances business. This will bring enhanced focus in retail business
and will improve overall margins and quality of business.
The gross revenue including other income of the Company for the year
ended 31st March, 2012 was Rs. 67527.98 Lacs as compared to Rs. 52209.21
Lacs in previous year.
The short term as well as long term outlook for the Company is
positive, looking at the developing market scenario, focus on better
resource management and thrust to expand network.
Detailed information about the operations of the Company is
incorporated in the Management Discussion and Analysis Report. The
Financial Highlights are mentioned above while segment wise performance
is not reported as during the year under review, the Travels and Tours
services segment has ceased to be reportable business segment within
the criteria defined underAccounting Standard 17 due to the transfer of
entire Travels and Tours and Car Rental Divisions to Wholly Owned
Subsidiary named Ritco Travels and Tours Private Limited. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Article 89 of Articles of Association of the Company, Dr. Ram S.
Tarneja and Mr. Ashok Kumar Agarwal retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible offer
themselves for reappointment.
Tenure of Mr. Amitava Ghosh as Whole Time Director (designated as
Executive Director) is valid till 14.05.2012. The Board has extended
the appointment of Mr. Amitava Ghosh as Whole Time Director (designated
as Executive Director) subject to the approval of Members in
theirAnnual General Meeting for a further period of 3 years w.e.f.
15.05.2012.
Mr. Ram Sharan Prasad Sinha was appointed as an additional director on
the Board of the Company. He is an independent Director. In terms of
Section 260 of the Companies Act, 1956, he will hold the office up to
the date of the ensuing Annual General Meeting. The Company has
received requisite notice in writing from the member proposing his
candidature for the office of Director liable to retire by rotation.
Mr. Anil Kumar Khandelwal, Director resigned on 25th April 2012 from
the Board. The Board acknowledges the contribution of Mr. Anil Kumar
Khandelwal in Board proceedings.
Brief profiles of Dr. Ram S. Tarneja, Mr. Ashok Kumar Agarwal, Mr.
Amitava Ghosh and Mr. Ram Sharan Prasad Sinha, nature of their
expertise in specific functional areas and names of companies in which
they hold directorship and membership/ chairmanship of Board
Committees, as stipulated under clause 49 of Listing Agreement with the
Stock Exchanges in India, are provided in the annexure of Notice
ofAnnual General Meeting.
AUDITORS
M/sAnand Jain & Co., Chartered Accountants, Jaipur, Statutory Auditors
of the Company, holds office until the conclusion of the ensuring
Annual General Meeting and are eligible for re-appointment. The company
has received letter from the Auditors to the effect that their re-
appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act. The observations of Auditors in their Report, read
with the relevant notes on accounts in Schedule XVI, are self
explanatory and do not require further explanation.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement(s)
with the Stock Exchange(s) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the Executive Director and CFO, inter alia, confirming
the correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to theAudit Committee in
terms of the said Clause, is also enclosed as a part of the Report.
Particulars 2011-2012
(in Rs.) 2010-2011
(in Rs.)
Expenditure in Foreign Currency or,
Traveling etc. 1416887 3080276
CIF Value of importscapital goods
Advance for purchase NIL NIL
Earning in Foreign Currency (excluding
reimbursement of 271828508 220576709
expenses)
Commission/Income
PARTICULARS OF EMPLOYEES
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under Section 217(2A) of the CompaniesAct, 1956. Hence, particulars as
required under Companies (Particulars of Employees) Rules, 1975 as
amended are not given.
PUBLICDEPOSITS
The Company has outstanding deposits ofRs. 248.41 Lacs as on 31st March
2012 as compared toRs. 222.26 Lacs as on 31st March, 2011 from the
public. However there were no overdue deposits except unclaimed
deposits ofRs. 14.77 Lacs.
SHIFTING OF REGISTERED OFFICE
During the year the Registered Office of the Company was shifted from
the state of Andhra Pradesh to Capital Territory New Delhi. The
Registered office of the company is now situated at Plot No. 3, HAF
Pocket, Sector 18A, Dwarka, Phase-II, New Delhi-110075.
DIRECTOR'SRESPONSIBILTYSTATEMENT
Pursuant to the requirement under Section 217(2AA)of the CompaniesAct,
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
a. In the preparation if the annual accounts for the year ended 31st
March 2012, the applicable accounting standards read with requirements
set out under revised Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
b. Accounting Policies have been selected and applied consistently and
reasonable and prudent judgments have been made so as to give a true
and fair view of the state of affairs of the company and of the profit
for the financial year ended 31st March, 2012;
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies (Amendment) Act, 2000, for safeguarding the assets of the
company and detecting fraud and other irregularities; and
d. The annual account has been prepared on a 'going concern' basis.
CONSOLIDATED FINANCIALSTATEMENTS
In accordance with theAccounting Standard 21 on Consolidated Financial
Statements, theAudited Consolidated Financial Statements are provided
in theAnnual Report.
MATERIALCHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as otherwise mentioned in this director report, if
any.
There had been no changes in the nature of company's business. Company
has 2 Wholly Owned subsidiaries. To the best of information and
assessment there has been no material changes occurred during the
financial year generally in the classes of business in which the
company has an interest except as otherwise mentioned in this director
report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
our bankers, shareholders, deposti holders, business associates and our
esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put in
by them at all levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
Place: New Delhi
Date: 14th May 2010 VINEET AGARWAL SURESH KUMAR GAMBHIR
Mar 31, 2011
Dear Members,
The directors are pleased to present the 16th annual report together
with the audited statement of accounts for the year ended 31st March
2011.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars For the For the
year year
ended ended
31.03.2011 31.03.2010
Profit Before Interest,
Depreciation and Tax 647.67 343.11
Less: Interest 207.18 155.89
Profit before Depreciation
and Tax 440.49 187.22
Less: Depreciation 74.22 68.14
Profit Before Tax (PBT) 366.27 119.08
Less: Provision for Taxation
(inclusive of Deferred Tax and 79.58 38.77
Current Tax) (Net of Tax revert
back)
Profit After Tax (PAT) 286.69 80.31
Add: Previous surplus brought
forward 339.68 287.93
Profit available for appropriation 626.37 368.24
Proposed Dividend 40.68 24.41
Tax on Proposed Dividend 6.60 4.15
Balance carried to Balance Sheet 579.09 339.68
DIVIDEND
The Directors recommend that a dividend of Re. 1/- per share (previous
Year Rs. 0.60 per share) be paid for the financial year ended 31st
March 2011.
OPERATIONS
The gross revenue of the Company for the year ended 31st March, 2011
was Rs. 3803.62 Lacs as compared to Rs. 3011.49 Lacs in previous year.
During the year under consideration, your company consolidated the
operations in both wholesale as well as retail segment of the foreign
exchange business. We are aggressively pursuing the inward remittance
business. During the year under consideration sub-agents locations were
reached a level of 5600 sub- agents resulting a very good growth in
transactions.
Your Company is also expanding geographically with a plan to open more
branches, outlets and destinations during the current year to further
expand the direct reach of the Company to maximum number of retail
clients.
ACCOUNTS
Observations in the Auditor?s Report read with relevant notes forming
part of the accounts are self- explanatory and give the required
information.
Your Company has three distinct activities namely, Foreign Exchange,
Inward Remittance Services and Tours & Travels. In all cases, the
general accounting principles, which are considered appropriate are
adopted.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Aloke Choudhary and Mr.
Vineet Agarwal retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment.
Mr. Suresh Kumar Gambhir, Director resigned on 26th October 2010 from
the Board. Your Board acknowledges the contribution of Mr. Suresh Kumar
Gambhir in Board proceedings.
Brief profiles of Mr. Aloke Choudhary and Mr. Vineet Agarwal, nature of
their expertise in specific functional areas and names of companies in
which they hold directorship and membership/ chairmanship of Board
Committees, as stipulated under clause 49 of Listing Agreement with the
Stock Exchanges in India, are provided in the annexure of Notice of
Annual General Meeting.
AUDITORS
M/s Anand Jain & Co., Chartered Accountants, Jaipur, Statutory Auditors
of the Company, holds office until the conclusion of the ensuring
Annual General Meeting and are eligible for re-appointment. The company
has received letter from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224 (1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act. The observations of Auditors in their Report, read
with the relevant notes on accounts in Schedule XVI, are self
explanatory and do not require further explanation.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements)
with the Stock Exchange(s) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the Executive Director, inter alia, confirming the
correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee in
terms of the said Clause, is also enclosed as a part of the Report.
WHOLLY OWNED SUBSIDIARIES
During the year the company created two wholly owned subsidiaries viz.,
Transcorp Estates Private Limited and Ritco Travels and Tours Private
Limited. Company transferred some immovable assets, investments in
shares and some security deposits to Transcorp Estates Private Limited
on 1st October 2010.
The annual accounts for the year ended 31st March 2011 of Transcorp
Estates Private Limited (TEPL) and Ritco Travels and Tours Private
Limited (RTTPL), the wholly owned subsidiaries of the Company, together
with other documents as required under section 212 (1) of the Companies
Act, 1956, (the Act). A statement of Company?s interest in the
subsidiary companies, as required under section 212 (3) of the Act, is
attached with this report. Statements and report referred in section
212(5) & 212(6) respectively are not applicable.
DISCLOSURES
Particulars under the Companies (Disclosures of particulars in the
Report of Board of Directors) Rules, 1988 on Conservation of Energy and
Technology Absorption are not applicable to your Company.
Earnings and outflow on account of foreign exchange are as under and
also have been disclosed in the notes to the accounts. Cash flow
statement pursuant to clause 32 of the listing agreement forms part of
this annual report.
Particulars 2010-2011 2009-2010
Expenditure in Foreign Currency, Traveling 3080276 741063
etc.
CIF Value of imports- capital goods NIL NIL
Advance for purchase
Earning in Foreign Currency (excluding 220576709 219260830
reimbursement of expenses)
Commission/Income
PARTICULARS OF EMPLOYEES
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence, particulars
as required under Companies (Particulars of Employees) Rules, 1975 as
amended are not given.
PUBLIC DEPOSITS
The Company has outstanding deposits of Rs. 222.26 Lacs as on 31st
March 2011 as compared to Rs. 198.28 Lacs as on 31st March, 2010 from
the public. However there were no overdue deposits except unclaimed
deposits of Rs. 15.08 Lacs.
DIRECTOR'S RESPONSIBILTY STATEMENT
The Directors would like to inform the members that the audited
accounts for the financial year 31st March 2011 are in full conformity
with the requirements of the Companies Act, 1956. The financial results
are audited by the statutory auditors M/s Anand Jain & Co. The
Directors further confirm that:
a. The applicable accounting standards have been followed in the
preparation of the Annual Accounts and proper explanations have been
furnished, relating to material departures.
b. Accounting Policies have been selected and applied consistently and
reasonably, and prudent judgments have been made so as to give a true
and fair view of the state of affairs of the company and the Profit &
Loss account for the financial year ended 31st March, 2011.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies (Amendment) Act, 2000, for safeguarding the assets of the
company and detecting fraud and other irregularities.
d. The annual account has been prepared on a going concern basis.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments
taking place in the country and worldwide. The information technology
adopted by the company serves as an important tool of internal control
as well as providing the benefits of modern technology to its esteemed
customers. All the branches of the company are integrated and data is
centralized at the head office level.
COMPLIANCE
In accordance with the Company's Compliance Policy and as per the
directives issued by Reserve Bank of India, the Compliance department
plays a crucial role in implementing the compliance functions in the
Company. The instructions/guidelines issued by the regulatory
authorities during the year were disseminated throughout the Company in
order to ensure that the business/functional units operate within the
boundaries set by the regulator. All new products and processes
launched during the year were subjected to vetting from the compliance
standpoint in accordance with the Company's Compliance Policy, which is
based upon the rules, laws and standards of regulatory as well as
non-regulatory bodies. The Company has introduced a mechanism for
monitoring and identification of suspicious transactions and
transaction-patterns, in accordance with international best practices,
enabling pre-emptive action and also facilitating the reporting to the
Financial Intelligence Unit - India mandated by the Prevention of Money
Laundering Act, 2002. As an ongoing exercise, Compliance is engaged in
enhancing the skill-sets of the operating staff on 'Know Your Customer'
and 'Anti-Money Laundering' norms through specialized training.
The Company oversees the primary aspect of vigilance and has a zero
tolerance policy for fraud, corruption and financial irregularity.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as other wise mentioned in this director report,
if any.
There had been no changes in the nature of company's business. Company
has no subsidiary. To the best of information and assessment there has
been no material changes occurred during the financial year generally
in the classes of business in which the company has an interest except
as other wise mentioned in this director report, if any.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
our bankers, shareholders, deposit holders, business associates and our
esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put in
by them at all levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
VINEET AGARWAL SOUMYA DUTTA
Director Director
Place: New Delhi
Date: 23rd May 2011
Mar 31, 2010
The directors are pleased to present the 15th annual report together
with the audited statement of accounts for the year ended 31st March
2010.
FINANCIAL RESULTS (Rs. In Lacs)
Particulars For the For the
year ended year ended
31.03.2010 31.03.2009
Profit Before Interest.
Depreciation and Tax 343.11 350,83
Less: Interest 155.89 118.62
Profit before Depreciation and Tax 187.22 232.21
Less: Depreciation 68.14 68.04
Profit Before Tax (PBT) 119.08 164.17
Less: Provision for Taxation
(inclusive of Deferred Tax, Current
Tax and Fringe Benefit Tax)
(Net of Tax revert back) 38.77 60.82
Profit After Tax (PAT) 80.31 103.35
Add: Previous surplus brought forward 287.93 187.72
Profit available for appropriation 368.24 291.06
Proposed Dividend 24.41 2.71
Tax on Proposed Dividend 4.15 0.42
Balance carried to Balance Sheet 339.68 287.93
DIVIDEND
The Directors recommend that a dividend of 6% i.e. Rs. 0.60 per share
(previous Year 1% i.e. Rs. 0.10 per share) be paid for the financial
year ended 31st March 2010.
OPERATIONS
The gross revenue of the Company for the year ended 31st March, 2010
was Rs. 3011.49 Lacs as compared to Rs. 2368.38 Lacs in previous year.
The Management, during the current year, will continue its ever
vigilant hunt for profitable businesses and activities. Our thrust will
be two pronged. We have plans not only to expand our core area of
operations but also to add new products.
During the year under consideration, your company consolidated the
operations in both wholesale as well as retail segment of the foreign
exchange business. We are aggressively pursuing the inward remittance
business. During the year under consideration the embargo of the
Reserve Bank of India on appointment of sub-agents has been lifted and
taking the advantage of the same the company opened sub-agents
locations aggressively resulting a very good growth in transactions.
Your Company is also expanding geographically with a plan to open more
branches, outlets and destinations during the current year to further
expand the direct reach of the Company to maximum number of retail
clients.
ACCOUNTS
Observations in the Auditors Report read with relevant notes forming
part of the accounts are self-explanatory and give the required
information.
Your Company has three distinct activities namely, Foreiign Exchange,
Inward Remittance Services and Tours & Travels. In all cases, the
general accounting principals, which are considered appropriate are
adopted.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ashok Kumar Agarwal and Mr.
Soumya Dutta retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment.
The Board of Directors appointed Mr. Anil Kumar Khandelwal as an
additional director on the Board of Directors of the Company on 22""
July 2009. He will hold this office till the Annual General Meeting of
the C ompany scheduled on 21st July 2010. Due notice under section 257
of the Companies Act, 1956 has ben received from a member proposing his
appointment. It is proposed to appoint him as a Director of the Company
liable to retire by rotation. The resolution for the same has been
included in the notice of the Annual General Meeting scheduled to be
held on 21st July 2010
The Board of Directors appointed Mr. Amitava Ghosh as an additional
director on the Board of Directors of the Company on 14th May 2010
(w.e.f. 15th May 2010). He will hold this office till the Annual
General Meeting of the Company scheduled on 21st July 2010. Due notice
under section 257 of the Companies Act, 1956 has been received from a
member proposi ng his appointment. It is proposed to appoint him as a
Director. The resolution for the same has been included in the notice
of the Annual General Meeting sc heduled to be held on 21st July 2010.
The Board of Directors in their meeting held on 14th M,ay 2010, subject
to the approval of the members in the ensuring Annual General Meeting,
appointing Mr. Amitava Ghosh as Whole time director (designated as
Executive Director) for the period of two years with effect from 15*
May 2010. Brief profiles of Mr. Ashok Kumar Agarwal, Mr. Sountya
Dutta, Mr. Anil Kumar Khandelwal and Mr. Amitava Ghosh, nature of their
expertise in specific functional areas and names of companies in which
the;< hold directorship and membership/ chairmanship of Board
Committees, as stipulated under clause 49 of Listing Agreement with the
Stock Exchanges in In dia, are provided in the annexure of Notice of
Annual General Meeting.
AUDITORS
M/s Anand Jain & Co., Chartered Accountants, Jaipur, Statutory Auditors
of the Company, hold office until the conclusion of the ensuring Annual
General Meeting and are eligible for re-appointment. The company has
received letter from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act. The observations of Auditors in their Report, read
with the relevant notes on accounts in Schedule XVI, are self
explanatory and do not require further explanation.
CORPORATE GOVERNANCE
Your Company has been practicing the principals of good corporate
governance over the years and iays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance and a Certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement(s) with the Stock Exchange(s) form part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
certificate of the CEO, inter alia, confirming the correctness of the
financial statements, adequacy of the internal control measures and
reporting of matters to the Audit Committee in terms of the said
Clause, is also enclosed as a part of the Report.
DISCLOSURES
Particulars under the Companies (Disclosures of particulars in the
Report of Board of Directors) Rules, 1988 on Conservation of Energy and
Technology Absorption are not applicable to your Company.
Earnings and outflow on account of foreign exchange are as under and
also have been disclosed in the notes to the accounts. Cash flow
statement pursuant to clause 32 of the listing agreement forms part of
this annual report.
Particulars 2009-2010 2008-2009
Expenditure in Foreign Currency,
Traveling etc. 741063 423079
CIF Value of imports- capital goods
Advance for purchase Nil 41702
Earning in Foreign Currency
(excluding reimbursement of expenses)
Commission/Income 219260830 165955718
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of employees are as under:
Information required under Section 217 (2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 and
forming part of the Directors Report for the year ended 31st March 2010
Employed for the full year and in receipt of remuneration more than Rs.
24 Lacs per annum
S.
No. Name Age Designation/ Gross Qualification
Nature
of duty Remuner-
ation
P.A.
(in Rs.)
1 Mrs. Manisha 45 Advisor (Money 2407510 B.A.
Years Transfer
Business)
Agarwal
Name Experience
in Years Date of
Commencement Particulars of Last
employment
Mrs. Manisha
Agarwal 10 Years 23rd May 2000 N.A.
PUBLIC DEPOSITS
The Company has outstanding deposits of Rs. 198.28 Lacs as on 319 March
2010 as compared to Rs. 111.66 Lacs as on 31st March, 2009 from the
public. However there were no overdue deposits except unclaimed
deposits of Rs. 19.47 Lacs.
LISTING OF 1356064 EQUITY SHARES OF THE COMPANY
During the year the Company came out with a Bonus issue and allotted
1356064 equity shares on 8* July 2009 in a ratio of one equity share
for every two equity shares held.
The above mentioned shares were listed on the Bombay Stock Exchange
w.e.f. 19th August 2009.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the audited
accounts for the financial year 31st March 2010 are in full conformity
with the requirements of the Companies Act, 1956. The financial results
are audited by the statutory auditors M/s Anand Jain & Co. The
Directors further confirm that:
- The applicable accounting standards have been followed in the
preparation of the Annual Accounts and proper explanations have been
furnished, relating to material departures.
- Accounting Policies have been selected and applied consistently and
reasonably, and prudent judgments have been made so as to give a true
and fair view of the state of affairs of the company and the Profit &
Loss account for the financial year ended 31s March, 2010.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies (Amendment) Act, 2000, for safeguarding the assets of the
company and detecting fraud and other irregularities.
- The annual account has been prepared on a going concern basis.
INFORMATION TECHNOLOGY
Your company keeps in line with the ongoing technological developments
taking place in the country and worldwide. The information technology
adopted by the company serves as an important tool of internal control
as well as providing the benefits of modern technology to its esteemed
customers. All the branches of the company are integrated and data is
centralized at the corporate level.
HUMAN RESOURCE MANAGEMENT
In todays fast paced and challenging business environment, we believe
that human resource is our biggest asset. Our success might lies in our
people who are motivated, talented and knowledgeable. Our employees
immense drive and commitment has been at the core of every success that
we have seen.
To attract and retain the best talent in every segment, we have created
people-centric organization where there is a shared vision of
excellence. Each employee is informed about what is expected from him
and rewards and recognitions are linked to individuals performance.
Each of our employees is encouraged to believe that they can make a
difference. The five values of Courage, Responsibility, Empowerment,
Continuous Self Renewal and People Centric are woven into the fabric of
our organization.
COMPLIANCE
In accordance with the companys Compliance Policy and as per the
directives issued by the Reserve bank of Inaia, the Compliance
department plays a crucial role in implementing the compliance
functions in the Company. The instructions/guidelines issued by the
regulatory authorities during the year were disseminated throughout the
Company in order to ensure that the business/functional units operate
within , boundaries set by the regulators. The Company has introduced a
mechanism for monitoring and identification of suspicious transactions
and transaction patterns, in accordance with the best practices,
enabling pre-emptive action and also facilating the reporting to the
Financial Intelligence Unit- India mandated by the Prevention of Money
Laundering Act, 2002. as an ongoing exercise, Compliance is engaged in
enhancing the skill-sets of the ooerating staff on "Know Your Customer"
and Anti- Money Laundering" norms through specialized training. The
Company oversees the primary aspect of vigilance and has a zero
tolerance policy for fraud, corruption and financial irregularity.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the
financial year of the company to which this report relates and the date
of the report except as other wise mentioned in this directors report,
if any. There had been no changes in the nature of companys business.
Company has no subsidiary. To the best of information and assessment
there has been no material changes occurred during the financial year
generally in the classes of business in which the company has an
interest except as other wise mentioned in this director report, if
any.
ACKNOWLEDGMENTS
Your Directors would like to place on record their sincere appreciation
for the guidance and support received from the Reserve Bank of India,
our bankers, shareholders, deposit holders, business associates and our
esteemed customers during the year under review.
The Directors also wish to thank all the employees for efforts put in
by them at all levels to achieve the overall results during the year
under consideration.
For and on behalf of the Board
Place: New Delhi
Date: 14th May 2010 VINEET AGARWAL SURESH KUMAR GAMBHIR
Director Director