Notes to Accounts of Transcorp International Ltd.

Mar 31, 2018

1. Company Information and Significant Accounting Policies

A. Reporting entity

Transcorp International Limited is a Public Company domiciled in India and limited by shares (CIN: L51909DL1994PLC235697). The shares of the Company are publicly traded on Bombay Stock Exchange Limited. The address of Company’s registered office is Plot No. 3, HAF Pocket, Sector 18A Near Veer Awas, Dawarka Phase II, New Delhi - 110075. The Company is primarily involved in the business of money changing and money transfer i.e. Financial Services. These activities are carried on under the permission granted by RBI.

B.Basis of preparation

1. Statement of Compliance

Ministry of Corporate Affairs notified roadmap to implement Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016. As per the said roadmap, the company is required to apply Ind AS starting from financial year beginning on or after 1ST April, 2017. Accordingly the financial statements of the company have been prepared in accordance with the Ind AS.

These standalone financial statements are prepared on going concern basis following accrual basis of accounting and comply with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto, the Companies Act, 2013 (to the extent notified and applicable) and applicable provisions of Companies Act, 1956. These are the Company’s first Ind AS compliant financial statements and Ind AS 101 ‘First Time Adoption of Indian Accounting Standards’ has been applied.

For all the periods upto and including 31st March 2017, the Company prepared its financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in India (referred as previous GAAP), accounting standards specified under Section 133 of the Companies Act, 2013, the Companies Act, 2013 (to the extent notified and applicable), applicable provisions of the Companies Act, 1956. The Company followed the provisions of Ind AS 101 in preparing its opening Ind AS Balance Sheet as of the date of transition, viz. 1 April 2016. Certain of the Company’s Ind AS accounting policies used in the opening Balance Sheet differed from its previous GAAP policies applied as at 31 March 2016, and accordingly the adjustments were made to restate the opening balances as per Ind AS. The resulting adjustments arose from events and transactions before the date of transition to Ind AS. Therefore, as required by Ind AS 101, those adjustments were recognized directly through retained earnings as at 1 April 2016.

These financial statements were authorised for issue by Board of Directors on 5thMay, 2018.

2. Basis of measurement

The financial statements have been prepared on historical cost convention except for revalued costs and following material items which have been measured at fair value as required by IND AS

- Defined benefit plans- Plan assets measured at fair value

- Certain financial assets and liabilities measured at fair value

3. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is the Company’s functional currency.

4. Current and Non Current Classification

The company presents assets and liabilities in the balance sheet based on current/non-current classification.

An asset is classified as current when it is:

- Expected to be realized or intended to be sold or consumed in normal operating cycle,

- Held primarily for the purpose of trading,

- Expected to be realized within twelve months after the reporting period, or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when it is:

- Expected to be settled in normal operating cycle,

- Held primarily for the purpose of trading,

- Due to be settled within twelve months after the reporting period, or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current.

Deferred Tax asset/liabilities are classified as non-current.

C. Use of estimates and management judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that may impact the application of accounting policies and the reported value of assets, liabilities, income, expenses and related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date. The estimates and management’s judgments are based on previous experience and other factors considered reasonable and prudent in the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

1. Useful life of property, plant & Equipment

The estimated useful life of property, plant and equipment is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. The useful life of assets is determined in accordance with Schedule II of the Companies Act, 2013.

The company reviews at the end of each reporting date the useful life of Property, Plant and Equipment.

2. Provisions and Contingencies

The assessments undertaken in recognizing provisions and contingencies have been made in accordance with Ind AS 37, ‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the likelihood of the contingent events has required best judgment by management regarding the probability of exposure to potential loss. Should circumstances change following unforeseeable developments, this likelihood could alter.

3. Income Taxes

Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax assets/liabilities. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the standalone financial statements

4. Defined Benefit Plan

The cost of defined benefit plan and the present value of such obligation are determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

5. Impairment of Financial assets

The impairment Provisions for financial assets are based on assumptions about risk of default and expected loss rates. The company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

2 Disclosure as per Ind AS 21: The effects of changes in foreign currency

The amount of exchange differences (net) debited to the statement of profit and loss is Rs. 1.18 Lakhs (31st march 2017 debit of Rs (0.20) Lakhs)

Foreign Currency transactions relating to monetary assets and liabilities as at the year end translated as per accounting policy no. 6, resulted in net gain of Rs. 1.18 Lakhs. Previous year Rs. (0.20) Lakhs which has been accounted under relevant heads in Statement of Profit and loss and other comprehensive income.

3 Disclosure as per Ind AS 23: Borrowing Costs

Borrowing costs capitalized during the year is Rs. Nil (31^st March 2017: Nil)

4 Disclosure as per Ind AS 12: Income Taxes

(a) Income Tax Expense

(i) Income Tax recognised in the statement of profit and loss

(b) Dividend Distribution Tax on Proposed dividend Not Recognised at the end of reporting period

Since year end, the directors have recommended the payment of final dividend amounting to Rs. 203.41 Lakhs ( 31-Mar-2017: Rs. 40.68 Lakhs) including special dividend of Rs. 162.73 Lakhs (31-Mar-2017: Rs. Nil) keeping in view of profit earned on account of sale of MTSS Business as Principal Agent of various overseas principals and a dividend of Rs. 40.68 Lakhs (31-Mar-2017: Rs. 40.68 Lakhs). The dividend distribution tax on this proposed dividend amount to Rs. 41.41 Lakhs ( 31-Mar-2017: Rs. 8.28 Lakhs) has not been recognised since this proposed dividend is subject to the approval of shareholders in the ensuing general meeting.

5 Disclosure as per Ind AS 19 ‘ Employee Benefit’

A) Defined contribution plan

During the year company has recongised the following amounts in the statement of profit and loss account.

B) Defined benefits plan Gratuity

The company has a defined benefit gratuity plan. Every employee who has rendered continuous service of 5 years or more is entitled to gratuity at 15 day salary (15/26 * last drawn basic salary plus dearness allowances) for each completed year of five yeras or more subject to maximum of rupees 20 lakhs on superannuation, resignation, termination, disablement, or on death.

IV) Risk exposure

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follows -

A) Salary Increases- Actual salary increase will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

B) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

C) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan’s liability.

D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

6 Disclosure as per Ind AS 24: Related Parties Related Party disclosures

1. Wholly Owned Subsidiary Companies

- Transcorp Estates Private Limited

- Ritco Travels and Tours Private Limited

2. Associates/ Investing Party

- Transcorp Enterprises Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

3. Enterprise over which KMP or relatives of KMP have control/ significant influence with whom there were transactions during the year:

- Rama Crafts Pvt. Ltd.

- Gati Limited

- TCI Industries Limited

- Transport Corporation of India Limited

- ABC India Limited

- Bhoruka Power Corporation Limited/Bhoruka Aluminum Limited

- TCI International Limited

- Ayan Fintrade Pvt. Ltd.

- TCI Infrastructure Finance Limited

- M/s Ashok Kumar Ayan Kumar

- Ashok Kumar & Sons HUF

- Transcorp Provident Fund Trust

4. Directors, Key Management Personnel and person having significant influence

- Mr. Hemant Kaul, Non-Executive Chairman & Independent Director

- Mr. Ashok Kumar Agarwal, Director

- Mr. Vedant Kanoi, Non-Executive Director

- Mr. Gopal Sharma, Managing Director

- Mr. Purushottam Agarwal, Independent Director

- Mr. Vineet Agarwal, Independent Director

- Mrs. Sonu Halan Bhasin, Independent Director

- Mr. Amitava Ghosh, Chief Executive Officer

- Mr. Dilip Kumar Morwal, Company Secretary

5. Relatives of Directors, Key management personnel and person having significant influence:(Only where company had transactions during the FY 2017-18)

- Mrs. Manisha Agarwal

- Mrs. Avani Kanoi

- Mr. Ayan Agarwal

- Mrs. Sushmita Ghosh

7 Disclosure as per Ind AS 37: Provisions, Contingent Liabilities, Contingent Assets (a) Claims against the company not acknowledged as debt Contingent Liability

a. Guarantees/property given/ being co-applicant for facilities taken by Wholly Owned Subsidiary Company named Ritco Travels and Tours Private Limited:-

i. Over Draft Facility: Rs. 800 Lakhs (from HDFC Bank Ltd.) (as on 31.03.2017: Rs. 650 Lakhs)

ii. Term Loan: Rs.157 Lakhs (from HDFC Bank Ltd.) (as on 31.03.2017: Rs. 157 Lakhs)

iii. Joint Bank Guarantee: Rs. 800 Lakhs (from HDFC Bank Ltd.) (as on 31.03.2017: Rs. 900 Lakhs)

iv. Joint Bank Guarantee: Rs. 100 Lakhs (from HDFC Bank Ltd.) (as on 31.03.2017: Rs. Nil)

b. Amounts disputed in appeals, with Income Tax and other Govt. departments Rs. 33.81 Lakhs (as on 31.3.17 Rs. 11.46 Lakhs)

8 First T ime Adoption of Ind AS(Ind AS 101)

Basis of Preparation

For all period up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements for the year ended March 31, 2018 are the Company’s first annual Ind AS financial statements and have been prepared in accordance with Ind AS.

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods beginning on or after April 1, 2016 as described in the accounting policies. In preparing these financial statements, the Company’s opening Balance Sheet was prepared as at April 1, 2016 the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP Balance Sheet as at April 1, 2016 and its previously published Indian GAAP financial statements for the quarter ended March 31, 2017 and year ended March 31, 2017.

Optional exemptions availed and mandatory exceptions

In the Ind AS Opening Balance Sheet as at 1 April 2016, the carrying amounts of assets and liabilities from the previous GAAP as at 31 March 2016 are generally recognized and measured according to Ind AS in effect as on 31 March 2018. However for certain individual cases, Ind AS 101 provides for optional exemptions and mandatory exceptions to the general principles of retrospective application of Ind AS.

Following exemptions availed from other Ind AS as per Appendix D of Ind AS 101.

1. Deemed cost for Property, Plant and Equipment(D7AA) - Where there is no change in its functional currency on the date of transition to Ind ASs, a first-time adopter to Ind ASs may elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind ASs, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This option has also been availed for intangible assets covered by Ind AS 38 and Investment Property covered by Ind AS 40.

2. Investments in subsidiaries, joint ventures and associates (D15) -The Company has elected to continue with the previous GAAP carrying values of investment in Subsidiaries on the date of transition.

Following exceptions to the retrospective application of other Ind AS as per Appendix B of Ind AS 101.

1. Classification & measurement of financial assets (B8) - The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts & circumstances that exist at the date of transition to Ind AS.

2. De-recognition of financial assets and financial liabilities (B2) - The company has elected to apply the de-recognition requirements for financial assets & financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

3. Hedge accounting (B4) - The Company at the date of transition to Ind AS has measured all derivatives at fair value.

Impact of transition to Ind AS

The following is a summary of the effects of the differences between Ind AS and Indian GAAP on the Company’s total equity shareholders’ funds and profit and loss for the financial period for the periods previously reported under Indian GAAP following the date of transition to Ind AS.

Notes to First time adoption

Fair valuation of financial assets and liabilities

Under Indian GAAP, receivables and payables were measured at transaction cost less allowances for impairment, if any.

Under Ind AS, these financial assets and liabilities are initially recognised at fair value and subsequently measured atamortised cost using the effective interest method, less allowance for impairment, if any. The resulting finance charge or income is included in finance expense or finance income in the Statement of Profit and Loss for financial liabilities and financial assets respectively.

1. Borrowings

Under previous GAAP the company has followed the policy of charging transaction costs to the statement of profit and loss on the SLM basis i.e. over the period of the borrowings or charged to the statement of profit and loss as and when they incurred. Under Ind AS transaction costs are amortised as an adjustment of interest expense over the term of the related borrowings using EIR method. The company has raised Public Deposits, secured unsecured loans from banks on which it has incurred transaction costs.

“Considering the materiality of the amount of transaction costs the above mentioned treatment as per Ind AS has not been done on all other borrowings except public deposits.

The above resulted in reduction in Public Deposits as at 1 April, 2016 by Rs. 11.06 Lakhs and 31 march 2017 by Rs. 8.24 Lakhs and reduction in prepaid expenses by Rs.10.18 Lakhs at 1 April,2016 and by Rs. 8.43 Lakhs at 31 March, 2017 with corresponding reduction in retained earnings as on transition date and in profit as on 31 March, 2017.”

2. Investments others than investment in subsidiary, joint arrangement and associates

Under Indian GAAP, current investments other than investment in subsidiary, joint arrangementand associates are measured at the lower of cost or market price and non-current investments other than investment in subsidiary, joint arrangement and associates are measured at cost less any permanent dimunision in value of investment. Difference between the cost and market price is recognised in profit and loss.

Under Ind AS, company has designated as its investment at fair value through other comprehensive income (FVOCI). For which, difference between the fair value and carrying value is recognised in separate component of equity OCI reserve.

This has resulted in increase in retained earnings by Rs. 0.51 Lakhs as at 1 April, 2016 and OCI by Rs. 3.31 Lakhs as at 31 March, 2017 with corresponding increase in value of financial assets.

3. Proposed Dividend

“Under Indian GAAP, proposed dividends are recognized as liability in the period to which they relate irrespective of the approval by shareholders. Under Ind AS a proposed dividend is recognized as liability in the period in which it is declared (on approval of shareholders in a general meeting) or paid. hence company has not recognised any liability for dividend that has been proposed.

The effect of the above adjustment will be to increase retained earnings by Rs. 48.96 Lakhs on March 31, 2016 and Rs. 48.96 Lakhs on March 31, 2017 with corresponding decrease in provisions.”

4. Employee Benefits:

The impact of change in actuarial assumption and experience adjustments for defined benefit obligation towards gratuity liability is accounted in the Statement of Other Comprehensive Income along with corresponding tax impact on the same. Due to this profit for the period ended 31 March, 2017 is reduced by Rs 1.24 Lakhs and is shown in OCI .

5. Other Equity

“Retained Earnings as at 1 April, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

For details refer ‘ Reconciliation of Total Equity as at 31 March, 2017 and 1 April 2016 as given above. “

6. Other Comprehensive Income (OCI):

Under previous GAAP the company has not presented OCI separately. Items have been reclassified from profit and loss to OCI includes re-measurement of define benefit plan and fair value gain/loss on FVTOCI equity instruments. Hence, previous GAAP profit and loss has been reconciled to total comprehensive income as per Ind AS.

7. Statement of Cash Flows

The impact of transition from Indian GAAP to Ind AS on the Statement of Cash Flows is due to various reclassification adjustments recorded under Ind AS in Balance Sheet, Statement of Profit & Loss and difference in the definition of cash and cash equivalents and these two GAAP’s.

9. Share based payments

a) Scheme details

Company has an Employee Stock Option Scheme under which the maximum quantum of options was granted at Rs. 32 (face value Rs. 2 each) with options to be vested from time to time on the basis of performance and other eligibility criteria.

b) Compensation expenses arising on account of the share based payments

c) Fair Value on the grant date

Fair Value of the share is determined using the quoted market price of the share as on the grant date.

10. Disclosure as per Ind AS 108: Operating Segments is given in consolidated financial statements

11. Financial Risk Management

The Company’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to manage finances for the Company’s as well as of it’s wholly owned subsidiary’s operations. The Company has advances and other receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The Company also enters into derivative transactions.The most significant financial risks to which the Company is exposed to are described as follows:-

11.1 Market risk

Market risk is the risk that the fair value or future cash flows of a financial/paid instrument/foreign exchange will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as investment price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits,investments, and derivative financial instruments. This is based on thefinancial assets and financial liabilities held as at March 31, 2018 and March 31, 2017.

11.2 Credit risk

Credit risk is the risk that a counter party/client will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

11.3 Liquidity risk.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

11.4 Physical risk.

Physical risk is the risk of theft or robbary or fakeness of cash and cash equilents, leading to a financial loss. Fake currencies and loss by theft (if not recover from insurance) are provided in the P&L A/c. The company provides traning to staff for recognizing the valid currency and has taken adequately insurance coverage for covering loss which may be incurred by company due to theft and robbary.

Risk Management framework

The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company uses derivative financial instruments to hedge certain risk exposures. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

Risk management is carried out by the risk management team under policies approved by the board of directors and consultants. The risk management team identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-derivative financial instruments, phisical risk and investment of excess liquidity.

Financial Risk Management 1. Market risk

i. Interest Rate Risk:

Interest rate risk is the risk that the fair value of the future cash flows of the financial instrument will fluctuate because of changes in market interest rates. The company only have fixed interest rate financial instruments. The company is not exposed to interest rate risk as it does not have any floating rate instruments at the respective reporting periods.

Fair Value sensitivity analysis for fixed rate instruments

The company’s fixed rate instruments are carried at amortised cost. They are therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

ii. Currency Risk

“The Company operates in the business of money exchange including outward remittance and inward remittance and major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its services various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by services in the respective currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.”

2. Credit risk

“The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorizes a loan or receivable for write off when a debtor fails to make contractual payments greater than 3 years past due and when management is of the opinion that all the possible efforts have been undertaken for recovery but the recovery is not possible. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are to be recognized in profit and loss.

The Company across all the divisions avoids business having risk of delayed payments, even at the cost of Top-line growth.

Company is having a system of online follow-up on daily basis to avoid the delay in payments.

Strict watch is being maintained on cheque bouncing instances and if there is any bouncing from the client more precautions are taken.”

A Credit Policy is being made and placed on the system. Continues efforts are being made to avoid delay in payment. Client Money Receivable for Money changing business is being checked on daily basis by Compliance Officer, Manager Operations. Credit apprisal process and know your customer norms are being followed prior to giving credit.

Trade Receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and Industries and operate in largely Independent markets.

Investments

The Company limits its exposure to investments by investing in only counter parties after consideraing all the relavent factors. The management actively monitors the interest rate and maturity period of these investments. The Company does not expect the counter party to fail to meet its obligations, and has not experienced any significant impairment losses in respect of any of the investments.

Cash and cash equivalents

The Company held cash and cash equivalents of Rs. 1053.08 Lakhs (31 March 2017: Rs. 870.79 Lakhs, 1 April 2016: Rs. 570.27 Lakhs). The cash and cash equivalents are held with banks with high rating.

(i) Exposure to Credit Risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

(ii) Provision for expected credit losses

(a) Financial assets for which loss allowance is measured using 12 month expected credit loss

The Company has assets where the counter-parties have sufficient capacity to meet the obligations and where the risk of default is very low. Accordingly, no loss allowance for impairment has been recognised.

(b) Financial assets for which loss allowance is measured using life time expected credit loss

Exposure to credit risk is to be shown in case where ECL or lifetime ECL is recognized .

Considering the non recoverability of Trade Receivables and balances of Other Parties, the company has written off such balances during the year. i. Financial instruments and cash deposits

“The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed fund and non fund based financial facilities. The banks are also chosen as per the geographical and other business conveniences and needs.

The Company maintain significant cash and deposit balances such as foreign currency, which is required for its day to day operations.”

3. Liquidity Risk

“The Company’s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs while maintainingsufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

The Company is required to maintain ratios (including total debt to EBITDA /net worth, EBITDA to gross interest, debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels. In the event of failure to meet any of these ratios these loans become callable at the option of lenders, except where exemption is provided by lender.”

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1- Level 1 hierarchy includes financial instruments measured using quoted prices. This Includes listed equity instruments that have quoted price. Listed and actively traded equity instruments are stated at the last quoted closing price on the National Stock Exchange of India Limited (NSE).

Level 2- The fair value of financial instruments that are not traded in active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3- If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of the financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments. This level includes foreign exchange forward contracts and investments in unquoted equity instruments.

There has been no transfer in either direction in this year or the previous year.

c) Valuation technique used to determine fair value:

Specific Valuation techniques used to fair value the financial instruments include:

(i) For Financial instruments other than at (ii) ,(iii) and (iv) - the use of quoted market prices.

(ii) For investments in Mutual Funds- Closing NAV is used

(iii) For Financial liabilities (public deposits, long term borrowings) Discounted Cash Flow; appropriate market borrowing rate of entity as on each balance sheet date used for discounting.

(iv) For financial assets (loans) discounted cash flow; appropriate market brrowing rate of the entity as on each balance sheet date is used for discounting.

12. Capital Risk Management

For the purposes of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings, trade and other payables less cash and short term deposits. The primary objective of the Company’s Capital Management is to maximize shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants.

13 Previous Year’s figures have been regrouped, rearranged or recasted wherever considered necessary.

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Mar 31, 2017

1. Contingent Liability:

a. Guarantees/property given for facilities taken by Wholly Owned Subsidiary Company named Ritco Travels and Tours Private Limited:-

i. Over Draft Facility:Rs.65000000/- (from HDFC Bank Ltd.) (as on 31.03.2016: Rs.34000000)

ii. DLOD Facility: Rs.NIL/ - (from HDFC Bank Ltd.) (as on 31.03.2016: Rs.12900000)

iii. Term Loan: Rs.15700000/- (from HDFC Bank Ltd.) (as on 31.03.2016:Rs.18100000)

iv. Joint Bank Guarantee : Rs.90000000/- (Bank Guarantee as on 31.03.2016: Rs.50500000 from HDFC Bank Ltd.)

b. Amounts disputed in appeals, with Income Tax and other Govt. departments Rs.1146200/- (as on 31.03.2016 Rs.712970/-)

c. Notice of demand from Income Tax Department Alwar, in respect of TDS discrepancies:

As Company has taken/will take all required corrective action, no provision is made.

2 . Capital Commitment: Rs.NIL (as on 31.03.2016: Rs.NIL)

3. Short Term Loan and advances include(Associate/Investing)- Loans due from M/s Bhoruka Investment Limited Rs.NIL (as on 31.03.2016 Rs.NIL), which is covered under the same management/control within the meaning of the Companies Act, 2013. Maximum amount due during the year Rs.12000000/- (for previous year ended on 31.03.2016 Rs.1115000/-).

4. Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations

5. Related Party disclosures

1. Associates/Investing Party

- Transcorp Enterprises Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

2. Enterprise over which relatives of person having significant influence is able to exercise significant influence :

- Rama Crafts Pvt. Ltd.

- Gati Limited

- TCI Industries Limited

- Transport Corporation of India Limited

- ABC India Limited

- Bhoruka Power Corporation Limited/Bhoruka Aluminum Limited

- TCI International Limited

- Ayan Fintrade Pvt. Ltd.

- TCI Infrastructure Finance Limited

- M/s Ashok Kumar Ayan Kumar

- Ashok Kumar & Sons HUF

3. Key Management Personnel and person having significant influence

- Mr. Ashok Kumar Agarwal

- Mr. Amitava Ghosh

- Mr. Dilip Kumar Morwal

- Mr. Rajiv Tiwari

4. Relatives of Key management personnel and person having significant influence:

- Mrs. Manisha Agarwal

- Mrs. Avani Kanoi

- Mr. Ayan Agarwal

- Mr. D.P.Agarwal

- Mr. M.K. Agarwal

- Mr. S.N. Agarwal

- Mr. Anand Agarwal

- Mrs. Sushmita Ghosh

5. Wholly Owned Subsidiary Companies:

- Transcorp Estates Private Limited

- Ritco Travels and Tours Private Limited

6. Sundry debtors includes certain parties, against whom proceedings are pending in the Court of Law Under Section 138 of the Negotiable Instruments Act 1881 being on account of dishonor of cheques and under C.P.C., for which remedy is available under the said Act, and consequently have been considered good by the management.

7. Sundry Creditors, Advances, Debtors and some bank balances are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation. Management expects no major impact of same on financial statements.

8. Employee Benefits:-

For gratuity company has obtained the scheme managed by LIC. As required by AS-15 “Employee Benefits” issued by the Institute of Chartered Accountant of India, the following disclosures have been made as per the information provided by LIC.

Gratuity:-

Gratuity Report under AS-15 (Revised 2005) for the year ended 31.03.2017 in respect of employees group gratuity trust for Policy No. 313910

9. Major component of deferred tax liability is on account of timing difference of depreciation.

10. a) w.e.f. 1st April 2011, travel division named Ritco Travels and Car Rental Division named Wheels Rent A Car was transferred to Wholly Owned Subsidiary named Ritco Travels and Tours Pvt. Ltd. and consequent upon the same there is only one segment in the company viz., Foreign Exchange and Money Transfer.

b) The Company is engaged in business in India only, which in the context of Accounting Standard -17 ‘Segment Reporting’ issued by Institute of Chartered Accountants of India is considered the only Geographical segment.

10. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 10, resulted in net gain of Rs.8572010/-. (Previous year net gain Rs.14617052/-) which has been accounted under relevant heads in the Statement of Profit and Loss.

11. Previous year’s figures have been regrouped, rearranged or recanted wherever considered necessary.

12. In the opinion of management all current and fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

13. Legal & Professional expenses includes Rs.289409/- (Previous Year Rs.252361/-) paid to Auditors for other attestation services.

---

Mar 31, 2015

1. The above cash flow statement has been compiled from and is based on the balance sheet as at 31.03.2015 and the related statement of profit and loss for the year ended on that date.

2. The above cash flow statement has been prepared as per the indirect method as set out in Accounting Standard-3 on Cash flow statement as notified under section 211(3C) of the Companies Act,1956.

3. Cash and cash equivalents for the purpose of cash flow statement comprises cash at bank and short-term investments with an original maturity of three months or less.

4. Previous year figures have been regrouped and recasted.

(a) Terms/Rights attached to the Equity Shares

The Company has only one class of equity share having a face value of Rs.10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in indian rupees. The final dividends proposed by the Board of Directors is subject to approval of shareholders in annual general meeting. In the event of liquidation of the company the equity shareholders will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be inproportion to the number of equity shares held by the shareholders.

As per records of the Company, including its register of sharholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

2. Notes to Accounts (for Standalone)

1. Contingent Liability:

a. Guarantees/property given/ being co-applicant for facilities taken by Wholly Owned Subsidiary Company named Ritco Travels and Tours Private Limited:-

i. Over Draft Facility: Rs.15000000/- (from HDFC Bank Ltd.) (as on 31.03.2014: Rs.15000000)

ii. DLOD Facility: Rs 15000000/- (from HDFC Bank Ltd.) (as on 31.03.2014: Rs.15000000)

iii. OD Facility: Rs.NIL (from Kotak Mahendra Bank) (as on 31.03.2014: Rs.12500000)

iv. Term Loan: Rs.NIL (continued from Kotak Mahendra Bank Ltd.) (as on 31.03.2014: Rs 22400000/-)

v. Term Loan: Rs.20879000/- (from HDFC Bank Ltd.) (as on 31.03.2014: Rs.20879000)

vi. Bank Guarantee: Rs.7500000/- (from HDFC Bank Ltd.) (as on 31.03.2014: Rs.7500000)

vii. Co-applicant in Loan Applications: Rs 3575000/- (as on 31.03.2014: Rs.3575000/-)

viii. Corporate guarantee for temporary term loan: Rs 20000000/- (as on 31.03.2014: Rs.NIL)

b. Amounts disputed in appeals, with Income Tax and other Govt. departments Rs.1641515/- (as on 31.03.2014 Rs.NIL)

c. Notice of demand from Income Tax Department Alwar, in respect of TDS discrepancies: (Amount in Rs.)

As Company has taken/will take all required corrective action, no provision is made.

3 . Capital Commitment: Rs.NIL (as on 31.03.2014: Rs.21700/-)

4. Short Term Loan and advances include- Loans due from M/s Bhoruka Investment Limited Rs.NIL (as on 31.03.2014 Rs.NIL), which is covered under the same management/control within the meaning of the Companies Act, 2013. Maximum amount due during the year Rs.6250000/- (for previous year ended on 31.03.2014 Rs.26950000/-).

5. Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations

6. Related Party disclosures

1. Associates/Investing Party

- Transcorp Enterprises Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

2. Enterprise over which relatives of person having significant influence is able to exercise significant influence :

- Rama Craft Pvt. Ltd.

- Gati Limited

- TCI Industries Limited

- Transport Corporation of India Limited

- ABC India Limited

- Bhoruka Power Corporation Limited/Bhoruka Aluminum Limited

- TCI International Limited

- Ayan Fintrade Pvt. Ltd.

- TCI Infrastructure Finance Limited

- M/s Ashok Kumar Ayan Kumar

- Ashok Kumar & Sons HUF

3. Key Management Personnel and person having significant influence

- Mr. Ashok Agarwal

- Mr. Amitava Ghosh

- Mr. Dilip Morwal

- Mr. Rajiv Tiwari

4. Relatives of Key management personnel and person having significant influence:

- Mrs. Manisha Agarwal

- Mrs. Avani Kanoi

- Mr. Ayan Agarwal

- Mr. D.P.Agarwal

- Mr. M.K. Agarwal

- Mr. S.N. Agarwal

- Mr. Anand Agarwal

- Mrs. Sushmita Ghosh

- Miss Polumi Ghosh ( No Transactions were done during the year)

5. Wholly Owned Subsidiary Companies:

- Transcorp Estates Private Limited

- Ritco Travels and Tours Private Limited

Transaction with the above related parties for the year ended 31st March 2015 are as follows:- A. Sale and purchase of Products and services

7. Sundry debtors includes certain parties, against whom proceedings are pending in the Court of Law Under Section 138 of the Negotiable Instruments Act 1881 being on account of dishonor of cheques and under C.P.C., for which remedy is available under the said Act, and consequently have been considered good by the management.

8. Sundry Creditors, Advances, Debtors and some bank balances are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation. Management expects no major impact of same on financial statements

9. Derivative instruments and unhedged foreign currency exposure at the end of accounting year Derivati ve instruments:

10. Employee Benefits:-

For gratuity company has obtained the scheme managed by LIC. As required by AS-15 "'Employee Benefits'' issued by the Institute of Chartered Accountant of India, the following disclosures have been made as per the information provided by LIC.

Gratuity-

Gratuity Report under AS-15 (Revised 2005) for the year ended 31.03.2015 in respect of employees group gratuity trust for Policy No. 313910

11. Major component of deferred tax liability is on account of timing difference of depreciation.

12. a) W.e.f. 1st April 2011, travel division named Ritco Travels and Car Rental Division named Wheels Rent A Car was transferred to Wholly

Owned Subsidiary named Ritco Travels and Tours Pvt. Ltd. and consequent upon the same there is only one segment in the company viz., Foreign Exchange and Money Transfer.

b) The Company is engaged in business in India only, which in the context of Accounting Standard -17 'Segment Reporting' issued by Institute of Chartered Accountants of India is considered the only Geographical segment.

13. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 10, resulted in net gain of Rs.14225299/- (Previous year net gain Rs.27932137/-) which has been accounted under relevant heads in the Statement of Profit and Loss.

14. Previous year's figures have been regrouped, rearranged or recasted wherever considered necessary.

15. In the opinion of management all current and fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

16. Legal & Professional expenses includes Rs 231579/- paid to Auditors for other attestation services.

---

Mar 31, 2014

1. Other explanatory information

a. Trade payables, advances, trade receivables and some of the bank balances are subject to confirmation /reconciliation. Branch and head office balances are at different stages of reconciliation. Management expects no major impact of same on financial statements.

b. In the opinion of management, all current assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet

c. Employee Benefits :

For gratuity company has obtained the scheme managed by LIC. The Company has received following details from LIC for disclosures to be made as required by the Accounting standard-15 ''Employee Benefits''

d. Capital and other commitments: Rs. NIL (Previous Year NIL).

e. Segment Information:

The Company is engaged in business in India only, which in the context of Accounting Standard-17 ''Segment Reporting'' issued by Institute of Chartered Accountants of India is considered the only Geographical segment. Company is engaged in the business of Travels, tours & allied activities, being the only segment.

f. Earnings in Foreign Currency- Rs. 7,435/- (Previous Year Rs. 29,109)

g. Contingent Liabilities:

I. Bank guarantee for $10000 (Previous Year $30000) equivalent to Rs. 5,99,376/- (Previous Year Rs. 16,31,700/-).

II. Claims against the Company not acknowledged as debts:

-A mount disputed Rs. 287,412/-( Previous Year Rs. 287,412/-), out of this deposited with court Rs. 33,393/- (Previous Year Rs. 33,393/-) in respect of claims made by Customer and others.

j. Trade receivables includes certain parties, against whom proceedings are pending in the court of law u/s 138 of the Negotiable Instruments Act, 1881 being on account of dishonour of cheques and under C.P.C, for which remedy is available under the said act, and consequently have been considered good by the management.

k. Previous year figures have been regrouped, rearranged or recasted wherever considered necessary.

---

Mar 31, 2013

1. Explanatory information

1. Contingent Liability:

a. Corporate Guarantee given being co-applicant fbrfollowing facilities taker by Wholly Owned Subsidiary Company named RHco Travels and Tours Private Limited:-

I. Bank Guarantee: 7 20,00,000/- (as on 31.03.2012:7 20,00,000/-)

ii. Over Draft Facility: 71,25,00,000/- (as on 31.03.2012: 7 1,25,00,000/-]

iii. Co-applicant in Loan Applications: 7 35,75,000/- (as on 31.03.2012: 7 35,75,000/-)

iv. Term Loan: 7 2,24,00,000/- (Previous Year: 7NIL)

b. Amounts disputed in appeals, with Income Tax and other Govt departments 74293821/- plus consequential Interest (as on 31.03.2012'' 05,21,370/-)

c Notice of demand from Commissioner of Central Excise (Adjn.) towards Service Tax 72.96 Crore, towards Penalty: 72.96 Crores and towards additional penalty of 71000/- plus Interest. In view of the fact that similar case of another principal agent has been disposed in the favour of the principal agent vide Final Order no. ST/A/699/2012-CU[DB].Stay/MISC Order No. and dated 21.11.2012 by Central Excise &Service Tax Appellate Tribunal, no provision is made.

d. Notice of demand from Income Tax Department Alwar, in respect of TDS discrepancies]

Amount in S. No. Relevant A.Y. Demand

1 2011-2012 243953

2 2011-2012 432758

3 2011-2012 187720

4 2012-2013 20539

5 2012-2013 117996

6 2012-2013 67697

Total 1070663

As Company has taken/will take all required corrective action, no provision is made.

2. Capital Commitment related to electric automation of Building is 7 463436/- (out of which advance paid Rs. 234350/-) (as on 31.03.2012: 7447000/-) and for Software Study: NIL (as on 31.03.2012:7311000/-)

3. Short Term Loan and advances Include—Loans due from M/s Bhoruka Investment Limited "NIL (as on 31.03.20117NIL), which Is covered under the same management within the meaning of sub section (IB) of Section of 370 of the Companies Act, 1956. Maximum amount due during the year 727985000/- (for previous year ended on 31.03.2012 716530000/-).

4. Related Party disclosures

1. Associates/Investing Parly

- Transcorp Enterprises Limited

- TCI Bhoruka Projects Ltd.

- Bhorukalnvestment Ltd.

2. Enterprise over which relatives of person having significant Influence h able to exercise significant Influence:

- Rama Craft PvL Ltd.

- Gatl Limited

- TO Industries Limited

- Transport Corporation of India Limited

- ABCIndia Limited

- BhomkaPower Corporation Limrted/BhomkaAluminum Limited

- TCI International Limited

3. Key Management Personnel and person having significant influence

- Mr. Ashok Kumar Agarwal

- Mr. Amitava Ghosh

4. Relatives of Key management personnel and person having significant influence:

- Mrs. Manisha Agarwal

- Mrs.AvaniKanoi

- Mr. Ayan Agarwal

- Mr. D.P Agarwal

- Mr. M.K. Agarwal

- Mr. S.N. Agarwal

- Mr. Anand Agarwal

- Miss. Polumi Ghosh

5. Concern over which key management person or their relatives is having significant influence:

- Ayan HrtradePvt. Ltd.

- TO Infrastructure Finance Limited

6. Wholly Owned Subsidiary Companies:

- Transcorp Estates Private Limited

- Ritco Travels and Tours Private Limited

5. Sundry debtors includes certain parties, against whom proceedings are pending in the Court of Law Under Section 138 of the Negotiable Instruments Act 1BB1 being on account of dishonor of cheques and under C.P.C., for which remedy Is available under the said Act, and consequently have been considered good by the management.

6. Sundry Creditors, Advances, Debtors and some bank balances are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation. Management expects no msgor impact of same on financial statements.

B. Derivative instruments and unhedged foreign currency exposure at the end of accounting year Derivative Instruments: ME. Unhedged foreign currency exposure: (a) Issuer liability (Net of receivables]

7. Employee Beneflb:-

For gratuity company has obtained the scheme managed by UC. As required by AS-15 "Employee Benefits" issued by the Institute of CharteredAccountant of India, the following disclosures have been made as per the information provided by UC

Graitui^f:-

Gratuity Report under AS-15 (Revised 2005) for the year ended 31.03.2013 in respect of employees groupgratuHy trust for Policy No. 313910

8. Major componerrt of deferred tax liability isonacccurt

9. a) w.e.f. 1" April 2011/ travel division named Rttco Travels and Car Rental Division named Wheels Rent A Car was transferred to Wholly Owned Subsidiary named Rhco Travels and Tours PvL Ltd. and consequent upon the same there is only one segment in the company viz., Foreign Exchange and Money Transfer.

b) The Company is engaged in business in India only, which in the context of Accounting Standard -17 "Segment Reporting" issued by Institute of Chartered Accountants of India is considered the only Geographical segment.

10. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 10, resulted in net gain ofRs.36254116/-(FVevlousyearnetgalnRs.42014187/-) which has been accounted under relevan the ads in the Profit and Loss Account.

11. Previous year''s figures have been regrouped, rearranged or recasted wherever considered necessary.

12. In the opinion of management all current and fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

13. Commission payable to Non-Executive Directors has been accojnted for @1% of Net Profits as computed u/5 349 & 350 ofCompanies Act, 1956 as Company''s application for approval of higher percentage i.e. 10% is still pending with Central Government.

---

Mar 31, 2012

(a) Terms/Rights attached to the Equity Shares

The Company has only one class of equity share having a face value of Rs.10/- per share.Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in indian rupees. The final dividends proposed by the Board of Directors is subject to approval of shareholders in annual general meeting. In the event of liquidation of the company the equity shareholders will be entitled to receive the remaining assets of the comapany,after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the Company, including its register of sharholders/members and other declarations received from shareholders regarding beneficial interest,the above shareholding represents both legal and beneficial ownership of shares.

1. Contingent Liability:

a. Bank Guarantee: NIL (as on 31.03.2011 US$15000andRs. 10,00,000/-)

b. Guarantees given/ being co-applicant for facilities taken by Wholly Owned Subsidiary Company named Ritco Travels and Tours Private Limited:-

i. Bank Guarantee: Rs. 20,00,000/-

ii. Over Draft Facility:Rs. 1,25,00,000/-

iii. Co-applicant in Loan Applications:Rs. 37,25,000/-

c. Amounts disputed in appeals, with Income Tax and other Govt. departments Rs. 35,21,370/- plus consequential interest (as on 31.03.2011Rs. 28,47,780/-)

d. Notice of demand from Commissioner of Central Excise (Adjn.) towards Service Tax Rs. 2.96 Crore, towards interest & Penalty:Rs.

2.96 Crores and towards additional penalty of Rs. 1000/- plus interest. Company has sought legal opinion from former Chief Justice of India Mr. P.N. Bhagwati as well as its counsel and both of them have given opinion that there should be no levy. Company accordingly has already filed appeal before Customs, Excise and Service Tax Appellate Tribunal, New Delhi. At present the case is before single bench member. In view of these facts and circumstances, no provision is made.

e. Notice of demand from Income Tax DepartmentAlwar:

Related to F.Y. 2009-10:Rs. 329567/-

F.Y. 2010-11:Rs. 1310011/- The Company has taken/will take all required corrective action, hence no provision is made.

2. Related Party disclosures

1. Associates/Investing Party

- Transcorp Enterprises Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

2. Enterprise over which relatives of person having significant influence is able to exercise significant influence:

- Rama Craft Pvt. Ltd.

- Gati Limited

- TCI Industries Limited

- Transport Corporation of India Limited

- ABC India Limited

- Bhoruka Power Corporation Limited

3. Key Management Personnel and person having significant influence

- Mr.Ashok Kumar Agarwal

- Mr.Amitava Ghosh

4. Relatives of Key management personnel and person having significant influence:

- Mrs. Manisha Agarwal

- Mrs. Avani Kanoi

- Mr.Ayan Agarwal

- Mr. D.P.Agarwal

- Mr. M.K. Agarwal

- Mr. S.N.Agarwal

- Mr.Anand Agarwal

- Miss. Polumi Ghosh

3. Sundry debtors includes certain parties, against whom proceedings are pending in the Court of Law Under Section 138 of the Negotiable Instruments Act 1881 being on account of dishonor of cheques and under C.P.C., for which remedy is available under the saidAct, and consequently have been considered good by the management.

4. Sundry Creditors, Advances, Debtors and some bank balances are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation. Management expects no major impact of same on financial statements.

5. Derivative instruments and unhedged foreign currency exposure at the end of accounting year Derivative instruments : NIL

6. Employee Benefits:-

For gratuity company has obtained the scheme managed by LIC. As required byAS-15 ''Employee Benefits'' issued by the Institute of Chartered Accountant of India, the following disclosures have been made as per the information provided by LIC.

7. Major components of deferred tax liability is on account of timing difference of depreciation.

8. a) w.e.f. 1st April 2011, travel division named Ritco Travels and Car Rental Division named Wheels Rent A Car was transferred to Wholly Owned Subsidiary named Ritco Travels and Tours Pvt. Ltd. and consequent upon the same there is only one segment in the company viz., Foreign Exchange and Money Transfer.

b) The Company is engaged in business in India only, which in the context of Accounting Standard -17 'Segment Reporting' issued by Institute of Chartered Accountants of India is considered the only Geographical segment.

9. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 10, resulted in net gain of Rs. 42014187 /- (Previous year net gain Rs. 32246201/-) which has been accounted under relevant heads in the Profit and LossAccount.

10. Previous year's figures have been regrouped, rearranged or recasted wherever considered necessary.

11. In the opinion of management all current and fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

---

Mar 31, 2011

1. Contingent Liability:

a. Bank Guarantee US$ 15000 and Rs. 1000000/- (as on 31.03.2010 US$ 15000)

b. Claims against the company not acknowledged as debts:

i) Amount disputed Rs. 1249212/- (out of this deposited with court Rs. 33393/-) in respect of claims made by customers & other. (as on 31.03.2010 Rs. 1249212/-)

c. Amounts disputed in appeals, with govt. departments Rs. 28.48 Lacs plus consequential interest (as on 31.03.2010 Rs. 31.97 Lacs)

d. Notice of demand from Commissioner of Central Excise (Adjn.) towards Service Tax Rs. 2.96 Crore towards interest & Penalty: Rs. 2.96 Crores and towards additional penalty of Rs. 1000/- plus interest. Company has sought legal opinion from former Chief Justice of India Mr. P.N. Bhagwati as well as its counsel Mr. Vinod Aggarwal, and both of them have given opinion that there should be no levy. Company accordingly has already filed appeal before Customs, Excise and Service Tax Appellate Tribunal, New Delhi. In view of these facts and circumstances, no provision is made.

2. Loans to Bodies Corporate stated in Schedule IX -Loans & Advances, to the Balance Sheet includes Loans due from M/s Bhoruka Investment Limited Rs. NIL (as on 31.03.2010 Rs. NIL), TCI Bhoruka Projects Limited Rs. NIL (as on 31.03.2010 Rs. NIL), which are covered under the same management within the meaning of sub section (1B) of Section of 370 of the Companies Act, 1956. Maximum amount due during the year Rs. 162.25 Lacs (for previous year ended on 31.03.2010 Rs. 48.50 Lacs).

3. Business Segment wise revenue, results and assets/liabilities:

b) The Company is engaged in business in India only, which in the context of Accounting Standard -17 "Segment Reporting" issued by Institute of Chartered Accountants of India is considered the only Geographical segment.

4. Related Party Information:

Relationship

1. Associates/ Investing Party

- Transcorp Housing Finance Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

2. Enterprise over which relative of person having significant influence is able to exercise significant influence:

- Rama Craft Pvt. Ltd.

- Transport Corporation of India Limited

- GATI Limited

- ABC India Limited

- TCI Industries Limited

- Bhoruka Power Corporation Limited

3. Key Management Personnel and person having significant influence

- Mr. Ashok Kumar Agarwal

- Mr. Amitava Ghosh

4. Relative of Person having significant influence:

- Mrs. Manisha Agarwal

- Miss. Avani Agarwal

- Master Ayan Agarwal

- Mr. D.P. Agarwal

- Mr. M.K. Agarwal

- Mr. S.N. Agarwal

- Mr. Anand Agarwal

- Miss Polumi Ghosh

5. Concern over which key management person is having significant influence

- Ayan Fintrade Pvt. Ltd.

- TCI Infrastructure Finance Limited

6. Wholly Owned Subsidiary Companies

- Transcorp Estates Private Limited

- Ritco Travels and Tours Private Limited

5. Sundry Debtors include certain parties, against whom proceedings are pending in the Court of Law under Section 138 of the Negotiable Instruments Act, 1881 being on account of dishonor of cheques and under C.P.C., for which remedy is available under the said Act, and consequently have been considered good by the management.

6. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 4, resulted in net profit of Rs.32246201 /- (Previous year net profit Rs. 22062799/-) which has been accounted under relevant heads in the Profit and Loss Account.

7. Sundry Creditors, Advances, Debtors and some bank balances are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation. Management expects no major impact of same on financial statements.

8. In the opinion of management, all current and fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

9. Other additional information required under clause 4 of the Part -II of the Schedules VI to the Companies Act, 1956 are not applicable/nil.

10. Previous year's figures have been regrouped, rearranged or recasted wherever considered necessary.

11. Employee Benefits:- For gratuity company has obtained the scheme managed by LIC. As required by AS-15 "Employee Benefits" issued by the Institute of Chartered Accountant of India, the following disclosures have been made as per the information provided by LIC.

12. Major components of deferred tax liability is on account of timing difference of depreciation and gratuity provision.

---

Mar 31, 2010

1. Contingent Liability:

a. Bank Guarantee US$ 15000 (as on 31.03.2009 Rs. 86800/-)

b. Bond executed in favour of Customs Rs.21.16 Lacs (as on 31.03.2009 Rs. 21.16 Lacs)

c. Claims against the company not acknowledged as debts:

i) Amount disputed Rs. 1249212/- (out of this deposited with court Rs. 33393/ -) in respect of claims made by customers & other.

d. Amounts disputed in appeals, with govt, departments Rs. 31.97 Lacs plus consequential interest (as on 31.03.2009 Rs. 29.83 Lacs)

e. Estimated amount of contracts remaining to be executedon capital account and not provided for (net of advances) are Rs. 574.03 Lacs (as on 31.03.2009 Rs. 572.83 Lacs).

f. Notice of demand from Commissioner of Central Excise (Adjn.) towards Service Tax Rs. 2.96 Crore plus Penalty: Rs. 2.96 Crores and additional penalty of Rs. 1000/- plus interest.

2. Loans to Bodies Corporate stated in Schedule IX -Loans & Advances, to the Balance Sheet includes Loans due from M/s Bhoruka Investment Limited Rs. NIL (as on 31.03.2009 Rs. NIL), TCI Bhoruka Projects Limited Rs. NIL (as on 31.03.2009 Rs. NIL), which are covered under the same management within the meaning of sub section (IB) of Section of 370 of the Companies Act, 1956. Maximum amount due during the year Rs. 48.50 Lacs (for previous year ended on 31.03.2009 Rs. 233.58 Lacs).

3. a. Managerial Remuneration:

5. Related Party Information: Relationship 1. Associates/ Investing Party

- Transcorp Housing Finance Limited

- TCI Bhoruka Projects Ltd.

- Bhoruka Investment Ltd.

2. Enterprise over which relative of person having significant influence is able to exercise significant influence:

- Rama Crafts Pvt. Ltd.

- GATI Limited

- TCI Industries Limited

- ransport Corporation of India Limited

- ABC India Limited

- Bhoruka Power Corporation Limited

3. Key Management Personnel and person having significant influence

- Mr. Ashok Kumar Agarwal

4. Relative of Person having significant influence:

- Mrs. Manisha Agarwal

- Miss. Avani Agarwal

- Master Ayan Agarwal

- Mr. D.P. Agarwal

- Mr. M.K. Agarwal

- Mr. S.N. Agarwal

- Mr. Anand Agarwal

5. Concern over which key management person is having significant influence

- Ayan Fintrade Pvt. Ltd

- TCI Infrastructure Finance Limited

6. Sundry Debtors include certain parties, against whom proceedings are pending in the Court of Law under Section 138 of the Negotiable Instruments Act, 1881 being on account of dishonor of cheques and under C.P.C., for which remedy is available under the said Act, and consequently have been considered good by the management.

7. Foreign Currency transactions relating to monetary assets and liabilities as at year end translated as per accounting policy no. 4, resulted in net profit of Rs. 21043168/- (Previous year net profit Rs. 32318303/-) which has been accounted under relevant heads in the Profit and Loss Account.

8. Some of the accounts of Sundry Creditors, Advances and Debtors are subject to confirmation/reconciliation. Branch and Head Office balance are at different stages of reconciliation, management expects no majour impact of same on financial statements.

9. In the opinion of management, all current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

10. Other additional information required under clause 4 of the Part -II of the Schedules VI to the Companies Act, 1956 are not applicable/nil.

11. Previous years figures have been regrouped or rearranged wherever considered necessary.

12. Employee Benefits: -

For gratuity company has obtained the scheme managed by UC. As required by AS-15 "Employee Benefits" issued by the Institute of Chartered Accountant of India, the following disclosures have been made as per the information provided by UC.

13. Major components of deferred tax liability is on account of timing difference of depreciation and gratuity provision.