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Directors Report of Transcorp International Ltd.

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 COMPANY’S WORKING DURING THE YEAR / STATE OF COMPANY’S 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 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, 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 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. 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 director’s 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 company’s 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 employee’s 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 Board’s 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.

DIRECTOR’S 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 auditor’s 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 Company’s website (www.transcorpint.com), and 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, 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 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

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

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