DIRECTOR'S REPORT The directors are pleased to present the 21st annual report together with the audited financial statements for the year ended 31st March 2016:- 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 2016 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 20th July 2016 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 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 2015-16, 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 financial year. The company appointed more than 500 new sub-agents locations for inward remittance business during the financial year 2015-16. The company processed more than 20 Lacs inward remittance transactions during the financial year 2015-16. 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. During the year your Company has received In Principle Authorization from Reserve Bank of India for issuing and operating payment system for semi closed pre-paid payment Instrument 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 applied to Reserve Bank of India for obtaining final approval. The gross revenue of the Company for the year ended 31st March, 2016 was Rs. 119858.35 Lacs as compared to Rs. 98841.03 Lacs in previous year ended 31st March 2015 and witnessed a growth of 21.26% 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 EGULATORS 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. Ashok Kumar Agarwal (having DIN 01237294) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment. Pursuant to the provisions of Section 152, 160, 161 and any other applicable provisions of the Companies Act, 2013 and any rules made thereunder read with Schedule IV to the Act, following directors were appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General meeting and in respect of whom the Company has received notice in writing from a member proposing their candidature along with deposit of requisite amount from a member proposing candidature for the office of Director are proposed to be appointed as Non-Executive Directors of the Company, in terms of the provisions of the Articles of Association of the Company Mr. Purushottam Agarwal (DIN: 00272598) and Mrs. Sonu Bhasin (DIN: 02872234) being additional directors are proposed to be appointed as Independent directors to 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 along with the declaration of Mr. Vineet Agarwal, Non Executive Independent Director. 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. During the year, Mr. Aloke Choudhary resigned from the directorship of the company and Mr. Deepak Agarwal and Mrs. Manju Srivatsa, Independent Directors of the Company also resigned from the Directorship of the company w.e.f. 05.02.2016 and 09.05.2016 respectively. Dr. Ram S. Tarneja, Chairman & Independent Director of the Company also ceased to be a director of the company w.e.f 07.08.2015 due to his demise. The Board places on record its deep appreciation for the valuable contribution made by Dr. Ram S. Tarneja, Mr. Aloke Choudhary, Mrs. Manju Srivatsa and Mr. Deepak Agarwal during their tenure as Director of 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. 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 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 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 re-appointed Mr. Sanjay Kumar Jain, Company Secretary (having membership no.4491 and CP no.7287), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 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 2015-16. B) Issue of equity shares with differential rights There were no shares issued with differential rights during the financial year 2015-16. C) Issue of sweat equity shares No sweat equity shares were issued during the financial year 2015-16. D) Issue of employee stock options No employee stock option was given or issued during the financial year 2015-16. 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 The Equity Shares of your Company are listed on Bombay Stock Exchange. With a view to encourage the participation of investors by making Equity Shares of the Company available and affordable, the Board of Directors has approved the sub-division of the nominal value and paid-up value of (Authorized, Issued, Subscribed and paid-up Shares) of the company from the face value of Rs. 10/- (Rupees Ten Only) per share to face value of Rs. 2/- (Rupees Two only) per share pursuant to the provisions of Section 61, 64 and other applicable provisions, if any, of the Companies Act, 2013. The Postal Ballot notices were duly dispatched to all shareholders of the Company on 23rd March 2016. The Company has also obtained the approval of its shareholders through Postal Ballot (including E-Voting) on 25th April 2016. The process hence has been 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 2016 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 2015-16 Notes:- i) Median remuneration of employees of the Company during the financial year ended 31.03.2016 was Rs. 160951 /- ii) In the financial year there was an increase of 31.88% in the median remuneration of employees. iii) There were 254 confirmed employees on the rolls of the Company as on 31st March 2016 iv) Relationship between average increase in remuneration and company performance- Revenue of the company increased by 21.26%, Profit before Tax increased by 1.42% in the financial year 2015-2016 in comparison to financial year 2014-15. 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 17.71% whereas the Revenue of the company increased by 21.26% and Profit before Tax increased by 1.42% vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2016 was Rs.3000.29 Lacs (Rs. 2384.98 Lacs as on 31st March 2015) b) Price Earnings Ratio of the Company was 20.07 at 31st March 2016 and was 10.35 as at 31st March 2015. 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. 2015-16 was 31.88% whereas increase in the managerial remuneration for the same financial year was 17.71% 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 31.03.2016, 254 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.1324.42 Lacs as on 31st March 2016 as compared to Rs. 961.39 Lacs as on 31st March, 2015 from the public. However there were no overdue deposits except unclaimed deposits of Rs.18.84 Lacs. The details relating to deposits, covered under Chapter V of the Companies Act, 2013, (a) Accepted during the year ended 31st March 2016; Rs. 68523215 (including renewal) (b) Remained unpaid or unclaimed as at the end of the year; Rs. 1884226 (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 Mr. Purushottam Agarwal was appointed as Additional (Independent) Director of the Company w.e.f. 01.12.2015 Since the company became liable for the compliance of CSR norms during the last quarter of the financial year 2015-2016 hence no expense was incurred during the financial year ended 31.03.2016 on CSR activities. A meeting of CSR committee was held on 09.05.2016 to approve the budget for CSR activities and accordingly the amount equivalent to the approved budget will be spent during the financial year 2016-2017 on approved CSR activities. 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). 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 2015-16 DIRECTOR'S RESPONSIBILTY STATEMENT The Directors would like to inform the members that the audited accounts for the financial year 31st March 2016 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 2016 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 31, 2015 (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, 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 VINEET AGARWAL Director DIN : 00380300 HEMANT KAUL Additional Director DIN: 00551588 Place: New Delhi Date: 9th May 2016 |