BOARD'SREPORT
Dear Members,
Your Directors take pleasure in presenting their llthAnnual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended March 31,2024 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial highlights for the financial year ended March31, 2024 and the previous financial year ended March 31, 2023 is given below:
2. STATE OF COMPANY'S AFFAIRS:
The company's management and object changed in the current financial year due to which the Company could not achieve its defined targets and goals which resulted in losses of the Company. However, your Directors remain confident in the Company's potential and believe that with the new direction and leadership, the Company is well-positioned to achieve significant growth and success in the coming years.
3. REVIEWOF OPERATIONS:
The Total Income of the Company stood at Nil for the year ended March 31, 2024 as against Rs. 38.25 lakhs in the previous year. The Company made a Net (Loss) (after tax) of Rs. 9.50 lakhs for the year ended March 31, 2024 as compared to Rs.6.59 lakhs in the previous year.
4. CASH FLOW STATEMENTS:
As required under Regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.
5. CONSOLIDATED FINANCIAL RESULTS:
The Company does not have any Subsidiary and Associates within the meaning of the Companies Act, 2013. Therefore, the requirement of Consolidated Financial Results is not applicable to the company.
6. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT. 2013:
The Board has decided not to transfer any amount to the Reserves for the year under review.
7. DIVIDEND:
The dividend policy for the year under review has been formulated taking into consideration the growth of the company and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2024.
8. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVEST OR EDUCATION AND PROTECTION FUND:
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.
9. CHANGES IN SHARE CAPITAL:
During the Financial Year under review, there was no change in capital structure of the company as shown in the table below and there are no outstanding shares issued with differential rights, sweat equity or ESOS.
10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report.
11. CHANGE IN NATURE OF BUSINESS. IFANY:
There has been no change in nature of business of the Company during the F.Y. 2023-2024 which is under review. However the new management has proposed the new business object proposed to be undertaken by company for shareholders' approval in the Annual General Meeting.
12. DISCLOSURES BY DIRECTORS:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 underSectionl64(2) and declarations as to compliance with the Code of Conduct of the Company.
13. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:
The company had no Subsidiary, Associate or Joint Venture as on 31st March, 2024.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There are no such material changes and commitments affecting the financial position of the company between the end of financial year and date of report.
15. EXTRACT OF ANNUAL RETURN:
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return(Form MGT-7) is available on the Company's website at the link: www.transpact.in
16. FAMILIARISATION PROGRAMMEE ORDIRECTORS:
As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation program. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Company's business operations. The Directors are given an orientation on the products of the business, group structure, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Changes in KMP & Directors:
ii. Committees of Board of DirectorsasonSeptember01,2024:
iii. Independent Directors:
Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.
The Independent Directors met on January 05, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed 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.
16. BOARD MEETINGS:
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
Date of Board Meeting:
The name of members of the Board and their attendance at board meetings are as under:
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
17. GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of which are given as under:
18. COMMITTEES OF THE BOARD:
(a) Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted by our Directors by a Board Resolution dated September 01, 2023:
Attendance at the Audit Committee Meetings held on
The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:
Financial Reporting and Related Processes:
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor's Limited Review Report thereon / Audited Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and/or recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Accounting Standard policy.
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
(b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted by our Directors by a Board Resolution dated April 25, 2019.
Attendance at the Remuneration Committee held on
The terms of reference of the Committee inter alia, include the following:
• Succession planning of the Board of Directors and Senior Management Employees;
• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
The Company has formulated a Remuneration Policy which is annexed to the Board's Report in "Annexure I".
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013 was constituted by our Directors by a Board Resolution dated April 25, 2019.
Attendance at the Stakeholders Relationship Committee held on
The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates/certificates relating to other securities;
• issue and allot right shares/ bonus shares pursuant to a Rights Issue/Bonus Issue made by the Company, subject to such approvals as maybe required;
• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approval as maybe required;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
• monitoring expeditious redressal of investors/stakeholders grievances;
• all other matters incidental or related to shares, debenture
During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.
Ms. Amrita Gupta, Company Secretary of the Company is the Compliance Officer.
19. BOARD'S PERFORMANCE EVALUATION:
In compliance with the Act and Listing Regulations, the Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated.
The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairperson of the Board and the Board as a whole.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.
21. AUDITORS:
i. Statutory Auditors:
M/s AR Sodha & Company, Chartered Accountants, tendered their resignation as Statutory Auditors of the Company on 2nd March 2024, due to personal reasons under unavoidable circumstances. Pursuant to their resignation, the Board of Directors, in a duly convened meeting held on 14th March 2024, appointed M/s NGMKS & Associates, Chartered Accountants, as the Statutory Auditors of the Company to examine and audit the Books of Accounts for the Financial Year 202324. This appointment was subsequently ratified by the members of the Company at the Extraordinary General Meeting convened on 12th April 2024 as per the provisions of Section 139(8) of the Companies Act, 2013. The Report given by the Auditors on the Financial Statements of your Company is part of this Annual Report.
There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
The Statutory Auditors Report to the Members for the Financial Year under review does not contain any modified opinion or qualifications and the observations, Comments given in the report of the Statutory Auditors read together with Notes to Accounts are self- explanatory and hence, do not call for any further explanation or comments under Section 134(f) (i) of the Act.
ii. Secretarial Auditor:
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Neeta Sinha, Practicing Company Secretary,(COP No. 24774),to undertake the Secretarial Audit of the Company. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to the Directors Report as Annexure III, and does not contain any qualification, reservation or adverse remarks.
iii. Cost Auditor:
The company does not fall within the provisions of Section 148 of Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.
iv. Internal Auditor:
The Board appointed M/s NAVP & Associates, Chartered Accountant, as the Internal Auditor of the Company for the Financial Year 2023-24.
22. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.
23. VIGIL MECHANISM:
Our Company is committed to maintain the highest standard of honesty, openness and accountability and recognise that employees play an important role in growth and expansion of the company. They are the most valuable asset of the Company.
In accordance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Company has adopted vigil mechanism policy to enable the Directors and employees to have direct access to the Chairperson as well as the Members of the Audit Committee. The Vigil Mechanism Policy is available on the website of the company website at www.transpact.in.
24. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed M/s NAVP & Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit is carried out half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.
During the year under review, no material or serious observation has been received from the internal auditors of the Company for inefficiency or inadequacy of such controls.
25. RISK ASSESSMENT AND MANAGEMENT:
Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. This framework is intended to assist in decision making process that will minimize potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.
Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.
26. COMPLIANCE WITH SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.
27. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Details as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed as "Annexure - IV" with this report and is forming part of the Board's Report.
The Company's remuneration policy for Directors, Key Managerial Personnel and other employees represents the overarching approach of the Company and is directed towards rewarding performance based on review of achievements periodically.
28. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.transpact.in.
29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The nature of the activities of the Company is such that the disclosure in respect of Conservation of energy and Technology Absorption pursuant to Rule 8 of Companies (Accounts) Rules, 2014 is not applicable and the Company does not have any foreign exchange earnings and outgo during the financial year under review.
30. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.
31. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
32. CODE OF PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is available on the Company's website www.transpact.in.
33. RELATED PARTY TRANSACTIONS:
I) The particulars of contracts or arrangements with related parties:
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions.
Further, Related Party Transactions are placed on a half yearly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseeable and repetitive nature.
The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as Annexure-ll and forms part of this Report. All the transactions other than transactions mentioned in AOC-2 is executed/ undertaken by the Company at arm's length and in ordinary course of the business.
II) Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter Group:
The Company has not made any transaction(s) with an Entity belonging to Promoter or Promoter Group that holds 10% or more shareholding of the Company:
III) Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate of the Company:
During the year under review, your Company did not have any subsidiary and associate. Hence the said reporting is not applicable.
34. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
35. FRAUD REPORTING:
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:
Your 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 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition &Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during they are under review.
37. HUMAN RESOURCES:
Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution.
38. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.
39. DISCLOSURES:
The following disclosures are not applicable to the company:
1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.
2. The details of difference between amounts of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
40. DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2024 and of the profit and loss and cash flow of the Company for the period ended March 31, 2024;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;
v. They have laid down internal financial controls and the same have been followed by the Company and thatsuchinternalfinancialcontrolsareadequateandoperatingeffectively;and
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
41. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
42. ACKNOWLEDGEMENTS:
The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.