Dear Members,
Your Directors take great pleasure in presenting the 18th Annual Report of TIMESCAN LOGISTICS (INDIA) LIMITED ("the Company") along with the Audited Financial Statements for the financial year ended 31st March, 2024.
Company Overview
Your Company operates in the logistics sector, specializing in land, air, and sea transportation as a Multimodal Transport Operator and Third-Party Logistics Provider. We offer a comprehensive suite of services, including Freight Forwarding (both Sea and Air freight), Customs Clearance, Warehousing, Multimodal Transportation, Project Cargo handling, Third-Party Logistics, Packaging, loading/ unloading, and unpacking of goods. These services are designed to provide our customers with seamless end-to-end logistics solutions, along with a range of value-added services. Our asset-light business model enables scalability and flexibility, allowing us to develop and deliver tailored logistics solutions across various industries. We are an emerging and rapidly growing company in the logistics industry.
Financial Highlights
The financial performance of the Company for the financial year ended 31st March, 2024 is summarized below:
Financial Performance
During the year under review, the Company has recorded total revenue of Rs. 20,225.01 Lakhs against Rs. 20,316.42 Lakhs in previous year. The Profit for the year was Rs. 507.33 Lakhs and profit after tax was Rs. 379.26 Lakhs. Since previous year the Company has decreased the revenue upto 0.45% and increased the net profit upto 1.84%. Your directors are hopeful that the Company may be able to show better performance in coming years.
Revenue from operations for the financial year 2023-24 was at Rs. 20,192.28 Lakhs as against Rs. 20,312.88 Lakhs in the previous year showing a slight reduction of 0.59% (approx.) over the previous year.
The Operating Profit (EBITDA) for the year stood at Rs. 585.6 Lakhs as against Rs. 605.3 Lakhs in the previous financial year, with a decrease of 3.25% (approx.) over the previous year.
Overall, the Company registered a Profit After Tax of Rs. 379.26 Lakhs as against Rs. 372.27 Lakhs, galloping approximately 1.88% over the previous financial year.
The earnings per share for the year ended March 31, 2024 was at Rs. 10.85/- (diluted). The net-worth of the Company is now standing at Rs. 2,038.09 Lakhs, which was also increased in line with the increase in the other factors affecting it.
The Company's performance is better when compared to the previous year. As everyone expects, there is an improvement in all the aspects of the financial performance of the Company.
Transfer To Reserves
The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year 2023-24.
As per the financials the net movement in the reserves of the Company as at 31st March 2024 and previous year ended 31st March, 2023 is as follows:
The members are advised to refer the Note No. 4 as given in the financial statements which forms part of the Annual Report for detailed information.
Dividend
The Board of Directors of your Company has decided not to recommend any dividend for the financial year under review. This decision has been taken after careful consideration of the Company's financial performance, cash flow position, and future business expansion plans.
The primary reason for not declaring a dividend is to conserve resources to support the Company's growth strategy and ensure a stronger financial foundation. Given the dynamic nature of the logistics industry and the need to remain competitive, the Board believes it is prudent to retain the earnings and reinvest them into the business.
The Board assures all shareholders that this decision has been made in the best interest of the Company and its stakeholders, with a focus on achieving long-term financial stability and growth.
Transfer of Unclaimed Dividend to Investor Education & Protection Funds
(IEPF)
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends not encashed/claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF).
The IEPF Rules mandate companies to transfer shares of Members whose dividends remain unpaid/ unclaimed for a period of seven consecutive years or more to the demat account of IEPF established by the Central Government. The Members, whose dividends/shares are transferred to the IEPF, can claim their shares/dividends from the IEPF Authority.
In terms of the applicable provisions of the IEPF Rules, unclaimed dividends were not required to be transferred during the Financial Year 2023-24 to the IEPF as seven consecutive years has not been elapsed.
Change In Nature Of Business
During the Year under review, there was no change in the business of the Company or in the nature of activities carried by the Company. The Board of Directors is pleased to report that the Company has successfully upheld its business strategy, ensuring steady growth and maintaining its reputation for delivering high-quality logistics services.
Material Changes and Commitments
No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.
hare Capital
Equity Shares
During the period under review, the Company has only one class of shares i.e. equity shares of face value of Rs.10/- each. The Company's authorized share capital has been increased from Rs 4,00,00,000/- divided into 40,00,000/- equity shares of Rs. 10/- each to Rs 10,00,00,000/- divided into 1,00,00,000/- equity shares of Rs. 10/- each. This step is in alignment with the Company's long-term vision to strengthen its capital base, improve financial stability, and support sustainable growth. However, the issued, subscribed and paid-up capital stood at Rs. 3,49,40,000/- divided into 34,94,000/- equity shares of Rs. 10/- each as on 31st March, 2024, unchanged from the previous financial year.
Sweat Equity Shares
As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.
Differential Voting Rights
As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.
Employee Stock Options
As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.
Debentures/Bonds/Warrants or any Non-Convertible Securities
During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.
Deposits
Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.
Details of Subsidiary, Joint Ventures, Associate Companies
The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial year 2023-24. Therefore, it is not required to furnish any details in the Form AOC-1.
Secretarial Standards
The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2) issued by Institute of Company Secretaries of India.
Related Party Transactions
All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms' length basis. There were no material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company.
As per the provisions of Section 188 of the Companies Act, 2013, Transactions entered with related parties were mainly in the ordinary course of business and on arm's length basis. Approval of the Board of Directors for the same is obtained for entering into related party transactions by the Company.
The details with respect to the related party transactions are mentioned in the notes to the audited financial statements in Note No. 27. Further the transactions during the year under review, that are required to be reported in Form AOC-2 and such Form AOC-2 is given as "Annexure A" in this Board Report.
The Policy on Related Party Transaction is available on the Company's website at http://www.timescan.in/pdf/Policy%20on%20Related%20Party%20Transactions.pdf
Particulars of Loans, Guarantees or Investments
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of Section 186 of the Companies Act, 2013 and the rules made thereunder.
Dematerialization of Equity Shares
As on 31st March, 2024, 34,94,000 equity shares representing the total equity share capital of the
Company were held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). During the year under review there were no physical holding of existing shares which needs to be dematerialized as the entire shareholding was in demat mode.
Depository System
As the Members are aware, your Company's shares are tradeable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE0IJY01014.
Listing & Depository Fee
The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The Company has paid Listing fees for the financial year 2024-25 according to the prescribed norms & regulations.
Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2024-25.
Directors & Key Managerial Personnel
Executive Directors
o Mr. Moulana Taufeek Islam - Managing Director
o Mr. Sundarraj Arun Kumar Whole time Director
o Mr. Jacob Anil Kumar Bunga Whole time Director
Non- Executive Directors
o Mr. Shekhar Chaki - Independent Director
o Mrs. Munira Begam Independent Director
o Mr. Shanmugapriyan - Non-Executive Director
Key Managerial Personnel
o Mr. Ramachandraiah - Chief Financial Officer
o Ms. Aakansha Kamley Company Secretary & Compliance Officer
Changes in Directors & Key Managerial Personnel
The Board of Directors of your Company acknowledged the resignation of Ms. S. Anupriyankha from her role as Company Secretary & Compliance Officer, effective from the close of business hours on 10th November, 2023. Ms. S. Anupriyankha has stepped down due to personal reasons. The Board extends its sincere appreciation to Ms. S. Anupriyankha for her exemplary services and valuable contributions during her tenure with the Company.
In light of Ms. Anupriyankha's resignation, the Board, in its meeting held on 10th November, 2023, and based on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Ms. Aakansha Kamley as the new Company Secretary and Compliance Officer, effective from 11th November, 2023.
Aside from the changes mentioned above, there have been no other alterations in the directors and key managerial personnel of the Company during the year under review since the last report.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sundarraj Arunkumar (Whole-time Director) (DIN: 07985890) being the longest in the office, is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Sundarraj Arunkumar is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.
The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM' forming part of this Annual Report.
Board Diversity
The Board of Directors of the Company has implemented a comprehensive Board Diversity Policy. The Board is composed of individuals with a wide range of experiences and skills, ensuring that it effectively addresses the governance and strategic needs of the Company. Our Directors are distinguished professionals with expertise in various fields, including business, industry, finance, law, administration, economics, and corporate management, all of which contribute significantly to the Board's performance.
Director selection is based solely on merit, without discrimination based on race, color, religion, gender, or nationality. Our Directors are committed to upholding the highest ethical standards, integrity, and probity, and they diligently exercise their responsibilities in the best interests of the Company and its stakeholders.
Familiarization Programme for Independent Directors
The Company conducts a Familiarization Programme for its Independent Directors to ensure they are well-acquainted with the Company, its management, and its operations. This programme is designed to provide Directors with a clear understanding of their roles and responsibilities, enabling them to make meaningful contributions to the Company's growth.
Independent Directors have ample opportunities to engage with Senior Management Personnel and are provided with all necessary documents to facilitate a thorough understanding of the Company's operations and the industry in which it operates.
The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company www.timescan.in
Declaration by Independent Directors
The Company has received the following declarations from all the Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and
2. They have registered themselves with the Independent Director's Database maintained by the IICA.
Furthermore, Board is of the opinion that Independent Directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Code of Conduct For Independent Directors
The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.
Annual Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.
The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for the year ended March 31, 2024, the applicable Accounting Standards had been followed and there are no departures from the same;
ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis.
v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.
Board Meetings
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met 05 (five) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting. The following Meetings of the Board of Directors were held during the Financial Year 2023-2024:
Attendance of Directors at Board Meetings held during the Financial Year 2023-24 are:
Board Committees
The Board has constituted the following Committees: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
Audit Committee
The Composition of Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 are:
Attendance of Directors at Audit Committee Meetings held during the Financial Year 2023-24 are:
Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company, acts as the Secretary to the Committee.
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013, SEBI (LODR) Regulations, 2015. Some of the important functions performed by the Committee are:
The role of the audit committee shall include the following:
Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors; Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
o Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; o Changes, if any, in accounting policies and practices and reasons for the same;
o Major accounting entries involving estimates based on the exercise of judgment by management;
o Significant adjustments made in the financial statements arising out of audit findings;
o Compliance with listing and other legal requirements relating to financial statements;
o Disclosure of any related party transactions;
o Modified opinion(s) in the draft audit report;
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval; Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process; Approval or any subsequent modification of transactions of the company with related parties; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the listed entity, wherever it is necessary; Evaluation of internal financial controls and risk management systems; Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussion with internal auditors of any significant findings and follow up thereon;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the board; Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; To review the functioning of the whistle blower mechanism; Approval of the appointment of a chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision.
Monitoring the end use of funds raised through public offers and related matters. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
The Audit Committee shall mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by the audit committee), submitted by management; Management letters/letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; and The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
Statement of deviations: (a) half-yearly statement of deviation(s) including the report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).
Nomination and Remuneration Committee
The Composition of Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 along with the Attendance of Directors at Nomination and Remuneration Committee Meetings held during the Financial Year 2023-24 are:
All members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company, acts as the Secretary to the Committee.
The terms of reference of the Nomination & Remuneration Committee are:
Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; Formulation of criteria for evaluation of the performance of independent directors and the board of directors; Devising a policy on diversity the of the board of directors; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
To extend or continue the term of appointment of the independent director, based on the report of performance evaluation of independent directors.
To recommend to the Board all remuneration, in whatever form, payable to senior management.
Stakeholders Relationship Committee
The Composition of Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 along with the Attendance of Directors at Stakeholders Relationship Committee Meetings held during the Financial Year 2023-24 are:
The terms of reference of the Stakeholders Relationship Committee are:
•Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; Review of measures taken for effective exercise of voting rights by shareholders; Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.
No Complaint was received as well as pending during the financial year 2023-24.
Statutory Auditors
At the 17th Annual General Meeting of the Company, the Members approved the appointment of M/s Rajani & Co., Chartered Accountants, Chennai, having Firm Registration No. 003433S, as the Statutory Auditors of the Company. They are appointed to hold office for a period of five years, from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting, to be held in the year 2028, in accordance with the applicable provisions of Section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. It was further confirmed that the appointment is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.
Auditors Report
The Board has duly reviewed the Statutory Auditors' Report on the Financial Statements of the Company. The notes forming part of the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanations under Section 134 of the Companies Act, 2013. The Report given by the Auditor on the financial statement of the Company is part of this Annual Report and it does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Rahul Goswami & Co., Company Secretaries, Indore (holding Certificate of Practice bearing No.23611), to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith marked as "Annexure B" in ‘Form No. MR-3' and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comments of the Board.
Internal Auditor
Internal Audit for the financial year 2023-24 was conducted by M/s SAS Consultancy & Advisory, Chennai. The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls.
Internal Financial Controls
Your Company has implemented a robust and effective internal financial control system to ensure that all assets are safeguarded and protected, and that transactions are properly authorized, recorded, and reported. This system is designed to maintain the integrity of financial and operational information and to ensure compliance with applicable laws and regulations.
The internal audit process covers a comprehensive range of operational areas and verifies adherence to established policies and procedures. During the year, the internal audit identified certain control weaknesses, which were promptly addressed and rectified to strengthen the control environment.
The Company continually assesses the adequacy of its internal financial controls, ensuring they are appropriate for the current size, scale, and complexity of its operations. These controls are supported by a robust internal audit process and are regularly enhanced to align with the Company's growth. For the year under review, no significant or material observations regarding inefficiencies or inadequacies in the internal controls were reported by the Internal Auditors.
Maintenance of Cost Records
Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being in the service industry.
Risk Management and Governance
Your Company recognizes that effective risk management is vital to maintaining profitability and ensuring the long-term sustainability of its business. We are committed to adopting best practices in corporate governance, which safeguard the long-term interests of all stakeholders, foster accountability across management, and build trust in the Company.
A strong internal financial control system is fundamental to our risk management framework and governance practices. Aligned with our commitment to delivering sustainable returns to stakeholders, the Company has established clearly defined systems to manage risks within acceptable limits through the use of risk mitigation techniques. Additionally, we have developed policies to address key business challenges in a timely manner and to capitalize on business opportunities.
The Risk management Policy is available on the Company's website at http://www.timescan.in/pdf/ Risk%20Management%20Policy.pdf
Corporate Social Responsibility
The Company does not fall in the criteria as laid down in Section 135 of the Companies Act, 2013 and hence the provisions relating to Corporate Social Responsibility are not applicable to the Company.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as "Annexure C".
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
In compliance with provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2024, are to be given by the Company as a part of the Boards Report as "Annexure D".
Corporate Governance
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization's corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, a separate Report on Corporate Governance is not forming part of this Annual Report.
Means of Communication
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with Shareholders through multiple channels of communication such as Company's website and stipulated communications to Stock Exchanges where the Company's shares are listed for announcement of Financial Results, Annual Report, Company's policies, notices and outcome of Meetings, etc.
a. Financial Results
The half-yearly and Annual financial results of the Company are published in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. Newspapers wherein results are normally published
As the Company is Listed on SME Platform, the provisions for publishing the financial results as per Regulation 47 of SEBI (Listings Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
c. Any website, where displayed
The Financial Results of the Company are displayed on the Company's website i.e. http://www. timescan.in/finance-result.html.
d. Company's Corporate Website
The Company's website is a comprehensive reference on Timescan's management, vision, mission, policies, corporate governance, corporate sustainability, investor relations etc.
The section on investor relations serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchanges, registrars and Share transfer Agents.
e. Designated email-id for investor services
The Company has designated the following email-id for investor servicing cs@timescan.in.
f. NSE Electronic Application Processing System (NEAPS) and NSE Digital Exchange Platform
The NEAPS and NSE Digital Exchange Platform are web-based application designed by NSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, among others are filed electronically on NEAPS and NSE Digital Exchange Platform.
g. SEBI Complaints Redress System (SCORES)
Securities and Exchange Board of India Complaints Redress System (SCORES) is a web based centralized grievances redressal system where upon the investors complaints are processed. This enables the market intermediaries and listed companies to receive the complaints online from investors, redress such complaints and report redressal online. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. There are no complaints lodged by any Shareholder through SCORES or in any other way.
h. No official news was released by the Company in financial year 2023-24
i. No presentations were made by the Company to institutional investors or to the analysts for the financial year 2023-24.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and administration) Rules, 2014 is placed on website of the Company at http://www.timescan.in/
Establishment of Vigil Mechanism and Whistle Blower Policy
The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.
The Vigil Mechanism/Whistle Blower Policy is available on the Company's website at http://www. timescan.in/pdf/Vigil%20Mechanism%20Whistle%20Blower%20Policy.pdf
Remuneration Policy
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company and it includes the criteria for determining qualifications, positive attributes, independence of a Director.
The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
The Remuneration policy is available on the Company's website at http://www.timescan.in/pdf/ Remuneration%20Policy.pdf
Policy on Preservation and Archival of Documents
Your Company has formulated a policy on Preservation and Archival of Documents in accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/ rule/ regulation. It provides for the authority under which the disposal/destruction of documents and records after their minimum retention period can be carried out. The policy also deals with the retention and archival of corporate records of the Company. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.
The policy on Preservation and Archival of Documents is available on the Company's website at http:// www.timescan.in/pdf/Policy%20for%20Preservation%20&%20Archival%20of%20documents.pdf
Policy for Determination of Materiality of Events
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for Determination of Materiality of Events has been adopted by the Board to determine the events and information which are material in nature and are required to be disclosed to the concerned Stock Exchanges.
The policy for determination of Materiality of Events is available on the Company's website at http:// www.timescan.in/pdf/Policy%20for%20Determination%20of%20Materiality%20of%20Events.pdf
Code of Conduct for Prevention of Insider Trading
Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.
The Code of conduct for Prevention of Insider Trading is available on the Company's website at http:// www.timescan.in/pdf/Code%20of%20conduct%20for%20prevention%20of%20Insider%20trading. pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information
Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information that could impact price discovery in market for its securities.
The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company's website at http://www.timescan.in/pdf/Code%20of%20Practices%20 &%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20 Information.pdf
Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013
Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the financial year 2023-2024 under the aforesaid Act.
Particulars of Remuneration to Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure E" to this Report.
General Shareholders Information and Disclosures
Human Resource Development
Given the significant growth potential in the organized sector, we are committed to managing our workforce in a more strategic and structured manner. At Timescan, continuous efforts are made to make the Company a great place to work by creating an environment where employees feel empowered and engaged. We are dedicated to ongoing improvement and believe in the strength of our foundation, which is reflected in our values and systems.
To foster the overall growth and development of our employees, the Company regularly organizes in-house training and development programs across various departments and segments. These initiatives are designed to enhance the skills and capabilities of our workforce, ensuring they are well-equipped to meet the evolving demands of their roles. By investing in continuous learning opportunities, we aim to nurture talent and promote a culture of excellence within the organization.
As a result of these efforts, employee morale has remained high throughout the year, which has positively impacted the Company's progress. We recognize that in today's competitive market environment, achieving growth requires exceptional performance. Meeting the aspirations of our talented workforce presents a challenge, but it is one we embrace, knowing that their success is closely tied to the Company's continued growth and prosperity.
Reporting of Frauds
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.
Significant/Material Orders Passed by the Regulators/ Courts/ Tribunal
During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.
Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
Environment and Safety
The Company recognizes the critical importance of conducting environmentally clean and safe operations. Our policy is designed to ensure that all activities are carried out in a way that prioritizes the safety and well-being of our employees, communities, and all other stakeholders. We are committed to full compliance with environmental regulations and are dedicated to preserving natural resources.
To achieve these goals, the Company continually reviews and enhances its operational processes to minimize environmental impact, reduce waste, and promote sustainable practices. By integrating environmental considerations into our decision-making and operational strategies, we aim to foster a culture of responsibility and sustainability throughout the organization.
Green Initiative
Electronic copies of the Annual Report 2023-24 and the Notice of 18th AGM are sent to all members whose email addresses are registered with the Company/depository participants(s). We strongly promote the purpose and intention behind Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be received by them.
Appreciation & Acknowledgement
Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for their continued support and contribution to the Company's growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.