For and on behalf of the Board Director Director DIRECTORS' REPORT To, The Members of, M/s TRANS FINANCIAL RESOURCES LIMITED Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2014. During the current year your company has achieved a sensible level of growth. We are hoping that the phenomenal growth shall be achieved during the next coming years. 2. Personnel Your directors' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable. 3. Auditors M/s. Shital Mutha & Co., Chartered Accountants, Statutory Auditor of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment. 4. Deposits During the year under review, Company has not accepted any Deposits falling under Section 58A of Companies Act, 1956. 5. Energy. Technology And Foreign Exchange The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Cdtnpany Affairs, Ministry of Finance is not applicable. 6. Directors' Responsibility Statement Pursuant to Section 217(2A) of Companies Act, 1956, the.Directors confirm that: i. In the preparation of Annual Accounts, appropriate accounting standard have been followed. ii. Appropriate 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 state of affairs of the company at the end of financial year ended 31st March, 2014. iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities. iv. The Annual Accounts have been prepared on going concern basis. 7. Directors: As per provisions of Section 152(6) of the Companies Act, 2013, Mrs. Priti Patel, Director liable to retire by rotation, being eligible, offers herself for re-appointment at the general meeting and if appointed as Director, would be appointed as an Director of the company. Mr. Jaiminkumar Shah & Mr. Prateek Kanakia are being appointed as an Independent Directors for consecutive five financial years as per provisions of Section 149 of the Companies Act, 2013. Necessary resolutions for the appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment/re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act, 1956). 8. Report on Corporate Governance Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith. 9. Acknowledgements Your Directors wish to please on record their appreciation of the whole hearted cooperation extended to company from various departments of the central and state governments, company' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years. By order of the Board of Directors, FOR TRANS FINANCIAL RESOURCES LIMITED CHAIRMAN Mr. Hemrajsinh Vaghela (DIN 00287O55) Place: Ahmedabad Date: 01/09/2014 REPORT ON CORPORATE GOVERNANCE 1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE: The Company believes in functioning in a transparent manner ivith the baste philosophy being to enhance the Shareholder value, keeping in mind the needs and interest of other stakeholders, in compliance thereof. The following information is placed before the shareholders. 1. BOARD OF DIRECTORS In line with the requirements of the code of the corporate governance, the board of directors comprises of four members, However, Your Company is trying its level best to accomplish the revised clause-49 of fisting agreement. Company does not have any system of payment of remuneration to independent Directors. Further during the year, meeting of Board of Directors was held 6 times. 2. AUDIT COMMITTEE Presently the company has Three Directors. The company lias independent audit committee which submits its report to the management on monthly basis and action is taken on the same by the Managing Director on regular basis. Pursuant to the revised clause 49 of the listing agreement, the company has appointed Audit committee consisting of followings: (i) Mrs. Priti PateI : Chairman (if) Mr.Jaiminkumar Shah - Member The scope of committee includes, a. Review of company's financial reporting process and the financial statement, b. Review internal control systems and functioning of internal audit process. c. Post audit review with statutory auditors. During the year under review, Audit committee met four times where all the members attended meetings. 3. REMUNERATION COMMITTEE The Board of Directors has decided that No Remuneration and Sitting Fees were paid to any directors of the company and hence Nd Remuneration Committee was formed. 4. SHAREHOLDERS' COMMITTEE The company has complied with the requirement of the sub clause VI (A), (B] of the clause 49 of the List ting agreement- The composition of shareholders cum investors' grievance committee was as follows: (i] Mr. Hemrajsinh Vaghela - Chairman (ii) Mr. ]aiminkumar Shah - Member During the year, the company and their Registrar and Share Transfer Agents M/s Sharepro Services India Pvt Ltd. have resolved all investors' complaints. It Is policy of the company to give reply of shareholders complaint within the time frame prescribed by the SEBI/Stock Exchanges, The Share received for transfer is approved on 15th and 30th of the each month and are given effect by the Registrar and Share Transfer Agent. M/s. Sharepro Services India Pvt Ltd, continued to provide its services as common Agent for electronic as well as physical share transfer work 6. DISCLOSURES: (A) During the year under review, the quarterly unaudited results were taken on record by the Board of Directors at the end of month of respective quarter. However in terms of clause 41 of Listing Agreement the same were not furnished to the concerned stock exchanges nor were also circulated in the newspaper within the stipulated time. (B) Company has followed accounting standards diligently. (C) Further, company is In the process of lying down risk assessment system. (D) Further, company has not received any funds through capital market during the year. (El Transaction with related parties have been properly disclosed In notes to accounts and discussed at length by audit committee. (F) Management discussion and analysis report is attached to and forms part of this report. (G) Further, Mr. Vinit Parikh, Managing Director of the company as certified to board of directors of the company regarding compliance of sub-clause (v] of clause 49 of listing agreement 7. MEANS OF COMMUNICATION: The means of communication between the Shareholders and company are transparent and investor friendly. Steps are being taken to display the corporate results on the ED1FAR & Corporate website, which Is being developed. 8. GENERAL SHAREHOLDEBS INFORMATION Annual General Meeting(Date, Time & Venue) : Date: 30/09/2014 Time: 10.00a.m. Venue: B-2 Sarita Darshan, Jaihind Press, Ashram Road, Navrangpura, Ahmedabad- 380009 Financial Year: 1st April 2013 to 31st March 2014 Dates of Book Closure (Both days inclusive) From 26th Sept 2014 to 30th Sept 2014 Dividend Payment Date : No Dividend recommended. 9. LISTING OF STOCK EXCHANGE: The Bombay Stock Exchange Limited -526961 The Ahmedabad Stock Exchange Limited -- 12. REGISTRAR AN'D SHARE TRANSFER AGENT: M/s, Sharepro Services India Pvt. Ltd- 13, AB Smitha Warehousing Complex, Sakinaka Telephone Lane, Sakinaka. Andheri (East] Mumbai - 400072 Fax: 28591.56 13, SHARE TRANSFER SYSTEM: The share transfer work is handled by registrar and transfer agent for the company. Share Transfers are registered and dispatched within a period of thirty days from the date of the lodgments if the transfer documents are correct and valid in all respects, 14. DFMATIRIALI5ATION OF SHARES: Outstanding GDRs/ADRs/Warrants or any Convertibles instruments and conversion date and likely impact on Equity : Address for Correspondence : B-2 Sarita Darshan, Ashram Road, Jachind Press, Navrangpura, Ahmedabad-380009 91,700 Equity shares out of 50,19,100 Equity shares of the company have been dematerialized as at 31st March, 2014 representing 1.83% of total paid-up capital of the company. By order of the Board o f Directors, FOR TRANS FINANCIAL RESOURCES LIMITED CHAIRMAN Mr. Hemrajsinh Vaghela (DIN: 00287055J Place: Ahmedabad Date: 01/09/2014 MANAGEMENT DISCUSSION AND ANALYSIS 1. OveralI Review: The Overall performance during the financial year 2013-14 has been satisfactory. 2. Financial Review: Total turnover for the year ended 31st March, 2014 was Rs. 3r50,S96, This increase was mainly on account of improvement in manufacturing process and sales promotion drive. Better xvorking capital management was also one of the emphasis on which proper weight age was laid upon. 3. Internal Control -System and their adequacy: Considering the size of the company, your company has adequate system of internal control to provide reasonable assurance that assets are safeguarded and protected from unauthorized use or deposition. 4. Business Environment: The Performance-of the company for the year under review was satisfactory. 5. Risk and Concern: The building plant and Machinery, vehicle and stocks of the company are adequately insured. 6. Cautionary statement: Statements in this report on management Discussion and analysis may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially from those expressed or implied. Important factors that could make a different to the Company's operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability and changes in government regulation and tax structure, economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibilities in respect of forward looking statements which may be amended or modified in future on the basis of subsequent developments, information of event. By order of the Board of Directors, Managing Director Mr. Hemrajsinh Vaghela (DIN: 00287055) Place: Ahmedabad Date: 01/09/2014 |