To,
The Members of TSC INDIA LIMITED
OFFICE NO. 3, 2ND FLOOR, MIDLAND FINANCIAL C ENTRE, PLOT NO. 21-22,fda
G.T. ROAD, JALANDHAR PUNJAB 144001
Your directors have pleasure in presenting the 10th Annual Report (after
applicability of Secretarial Standards 1 & 2) of your Company together with the
Audited Statement of Accounts and the Auditors' Report of your company for the financial
year ended, 31st March 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS STANDALONE
| Particulars |
F.Y. 2024 |
F.Y. 2023 |
| Total Revenues(Including Other Income) |
19,26.836.99 |
9,42,528.27 |
| Total Expenses |
14,13,830.81 |
8,17,339.81 |
| Profit/(Loss) Before Tax |
5,13,006.19 |
1,25,188.46 |
| Less: Current Tax |
1,39,235.46 |
39,681.60 |
| Deferred Tax |
(10,456 69) |
(472,24) |
| Excesss/Short Provision Relating Earlier Year Tax |
(3,752.48) |
(81 52) |
| Profit/(Loss) For The Year |
3,87,979.90 |
86,060.62 |
FINANCIAL SUMMARY AND HIGHLIGHTS CONSOLIDATED
| Particulars |
F.Y. 2024 |
F.Y. 2023 |
| Total Revenues(Including Other Income) |
20,72.212.68 |
10,12,246.18 |
| Total Expenses |
14,38.774.95 |
8,35,911.52 |
| Profit/(Loss) Before Tax |
6,33,437.73 |
1,76,334.66 |
| Less: Current Tax |
1,67,780.46 |
53,049.68 |
| Deferred Tax |
(10,281.49) |
(518 16) |
| Excess/Short Provision Relating Earlier Year' Tax |
(3,006.87) |
(93 62) |
| Profit/(Loss) For The Year |
4,78,945.63 |
1,23,896,76 |
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT. 2013
Details in regards of reserves have been disclosed in financial statements of the
company FINAL DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review
STATE OF COMPANY AFFAIRS
| 1 Segment-wise position of business and its operations |
The Company is engaged in the business of tour operators and travel agents and
during the year under review, the total Income was Rs. 19,26,83,699.36/- against Rs
9,42,52,827,06/- in the previous year During the period The Company has earned a Profit
after tax of Rs, 3,87,97,989.86/- compared to Profit after Tax of Rs. 86,06,061.96. -in
the previous year. |
| ii Change in status of the company |
There is no change in the Status of the company during the financial year under
review. However, during the financial year 2024-2025 the company passed the Special
Resolution for Conversion of Status of company from Private limited company to Public
limited company in Extra ordinary General Meeting held on 06.06.2024 and got the approval
for the same on 01.08.2024 |
| iii Key business developments |
- |
| iv Change in the financial year |
There is no change in the financial year of the company. |
| V Capital expenditure programs |
- |
| vi Details and status of acquisition, merger, expansion, modernization and
diversification |
There is no acquisition, merger, expansion, modernization and diversification of
the company during the Financial Year under review However , after the conclusion of
financial year 2023-2024, the company passed the Special resolution for Conversion of
Status of company from Private limited company to Public limited company for the purpose
of expansion of business activities in Extra ordinary General Meeting held on 06.06.2024
and get the approval from the ROC for the same on 01.08.2024 |
| vii Developments, acquisition and assignment of material Intellectual
Property Rights |
- |
| viii Any other material event having an impact on the affairs of the company |
There is no material event having an impact on the affairs of the company during
the Financial Year under review However, In the financial year 2024-2025, the
company passed the Special resolution regarding change the name of the Company to TSC
INDIA LIMITED" on 12.08.2024 as the Directors believe that the change in the name of
the Company is being undertaken as part of corporate rebranding would make the name of the
Company simple, sharp and focused and the same was approved by ROC on 01.09.2024 |
COMMENCEMENT OF ANY NEW BUSINESS
During the financial year under review no new business commenced by the company MATERIAL
CHANGES AND COMMITMENTS
During the Financial Year 2023-2024, the Company has increased the Authoized capital
from Rs 2,00,00.000 divided into 20,00.000 equity shares of Rs 10 each to Rs 5,00.00.000
divided into50.00. 000 equity shares of Rs. 10 each by creation of 30,00.000 equity shares
of Rs.10 each.
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
No revision of the financial statement or Annual report has been revised during
Financial Year 31st March 2024 for any of the three Preceding financial year
SHARE CAPITAL STRUCTURE OF THE COMPANY:
a) Authorized Capital:
Rs 5,00,00,000.00/- (Rupees Five Crore only) divided into 50,00.000 Equity Shares of Rs
10 - each
b) Issued Capital:
Rs 1,92,00,000.00 - (Rupees One Crore Ninety-Two Lacs only) divided into 19,20.000
Equity Shares of Rs. 10 - each.
c) Subscribed and Paid-up Capital:
Rs. 1.92,00.000.00 /- (Rupees One Crore Ninety-Two Lacs only) divided into 19.20,000
Equity Shares of Rs . 10/ - each.
During the year under review, the Authorised Share capital of the Company was increased
from Rs.
2,00,00.000 divident into 20,00,000 equity shares of Rs.10 each to Rs. 5,00,00,000
divided into
50,00.000 equity shares of Rs. 10 each by creation of 30,00,000 equity shares of Rs.10
each. w.e.f 08.01.2024.
Note- During the financial year 2024-2025, the Company has raised the Equity capital of
Rs. 2,22,00.000 (Rupees Two Crores Twenty-Two Lakhs Only) divident into 22,20,000
equity shares of Rs. 10/- per share by way of right issue of equity shares through
resolution passed at Extra Ordinary' General Meeting of shareholders held on 22.04.2024
and allotment of shares were made on 11.05.2024.
Also, during the financial year 2024-2025, the Authorised Share capital of the Company
was increased from Rs. 5,00,90,000 divided into 50,00,000 equity shares of Rs. 10 each to
Rs. 15,00,00.000 divided into 1,50,00,000 equity shares of Rs. 10 each by
creation of 1,00,00,000 equity shares of Rs.10 each. w.e.f. 12.08.2024.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company the not have any funds lying unpaid of unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF)
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors is duly constituted and there was no change in composition of
board of directors during the period under review.
Note- During the financial year 2024-2025, the following changes were made in
composition of board of directors, CFO and Key Managerial Personnel
Details of the Director, CFO and Key Managerial Personnel
| Name |
Appointment/Cessation/Change In Designation |
Date of Appointment/Cessation Change In Designation |
| 1. ASHISH KUMAR MITTAL |
Appointment (Managing Director) |
06.06.2024 |
| 2 PRACHI AGARWAL |
Appointment (Company Secretary) |
01.07.2024 |
| 3. VINAY GUPTA |
Appointment (Chief Financial officer) |
09.08.2024 |
| 4. SAKET SHARMA |
Appointment (Non-Executive Independent Director) |
12.08.2024 |
| 5. AMAN KESARWANI |
Appointment (Non-Executive Independent Director) |
12.08.2024 |
| 6. PUJA MITTAL |
Change m Designation (Non-Executive Director) |
12.08.2024 |
APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SEC TION 149(6)
The provisions of Section 149 pertaining to the appointment of In dependent Directors
do not apply to our Company during the period under review.
Note- However, during the financial year 2024-2025, the company has appointed Mr. Saket
Sharma (DIN- 10635630) and Mr Aman Kesarwani (DIN- 08614804) as Non-Executive Independent
Directors in Extra ordinary' General Meeting held on 12.08.2024.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed.
COMPOSITION OF AUDIT COMMITTEE
The provision of section 177 relating to Audit committee is not applicable on the
company.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the Company has not
devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Director's qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the financial Year
2023-24:
|
Dale of Meetings |
| 1 |
03.04.2023 |
| 2. |
24.05.2023 |
| 3. |
13.07.2023 |
| 4. |
18.07.2023 |
| 5. |
19.07.2023 |
| 6. |
29.07.2023 |
| 7. |
12.08.2023 |
| 8 |
25.08.2023 |
| 9. |
04.09.2023 |
| 10 |
11.09.2023 |
| 11 |
30.09.2023 |
| 12. |
13.10.2023 |
| 13. |
17.10.2023 |
| 14 |
24.11.2023 |
| 15. |
13.12.2023 |
| 16. |
27.12.2023 |
| 17. |
08.01.2024 |
| 18. |
16.02.2024 |
| 19. |
04.03.2024 |
| 20. |
27.03.2024 |
GENERAL MEETINGS
Annual General Meeting of the Company for the F.Y ended 31th March 2023 was held on
30/09/2023.
During the year under review, the Extra Ordinary General Meeting of the Company was
held on
08/01/2024.
BOARD EVALUATION
The provision of section 134(3)(p) relating to board evaluation is not applicable on
the company
PARTICULARS OF EMPLOYEES
Provisions related to the particulars of the employees employed by the company falling
within section
197 read with rule 5 of the companies (Appointment and Remuneration of Managerial
Personnel)
Rules, 2014 is not applicable to the company.
DIRECTORS' RESPONSILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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 and of
the profit and loss of the company for That period,
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; (e)
Company being an unlisted company, the said para is not applicable
(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
INTERNAL FINANCIAL CONTROLS
As per the company in view of the MC A notification dated 13 June 2017. the company is
exempt from the requirements of clause (i) of section 143(3) and therefore the report on
adequacy and operating effectiveness of internal financial controls over financial
reporting of the company is not being mode
REPORTING OF FRAUDS BY AUDITORS
For the Financial year 2023-24. the Statutory Auditor has not reported any instances of
frauds committed in the Company by its Others or Employees.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES ASSOCIATE COMPANY
The Company holds 40% Equity shares of TSC FINSERV' PRIVATE LIMITED i.e. 80000
Equity Shares of Rs. 100%- per share, thus establishing the TSC FINSERV
PRIVATE LIMITED as subsidiary company as company controls the compsition of Board of
Directors of TSC FINSERV PRIVATE LIMITED.
DEPOSITS
The company has not accepted deposits from public within the meaning of Section 73 of
the Companies Act. 2013 but has accepted unsecured loans from its directors and relative
of directors as mentioned in. Financial Statements under sub rule I clause (C) sub clause
(Viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.
LOANS, GUARANTEE AND INVESTMEMTS
The Company has not made given advanced Loan. Guarantee and Investment during the
financial year 2023-2024 under review as per the requirement under section 186 of the
Companies Act. 2013.
RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions between the
Company and the Directors, the management, the subsidiaries or the relatives except for
these disclosed in the financial statements
Accordingly particulars of contracts or arrangements with related parties referred to
in Section 188(1) along with the justification for entering into such contract or
arrangement in Form AOC-2 does not form pan of the report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (corporate Social Responsibility Policy) Rules. 2014 so there is no
requirement to constitution of Corporate Social Responsibility Committee.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption. Foreign Exchange earning
and outgo required to be disclosed under Section 134 of the Companies Act 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder
| PARTICULARS |
REMARKS |
| A) CONSERVATION OF ENERGY: |
|
| > the steps taken or inpact on conservation of energy ; |
The Corporation is taking due care tor using electricity in the office and its
branches. The Corporation usually takes care for optimum utilization of energy.
No capital in vestment on Energy Conservation equipment made during the financial year. |
| > the steps taken by the company for utilizing alternate sources of energy; |
|
| > the capital investment on energy conservation equipment |
|
| B) TECHNOLOGY ABSORPTION: |
|
| > the efforts made towards technology absorption. |
NO |
| > the benefits derived like product improvement, cost reduction, product
development or import substitution; |
NO |
| > in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
NO |
| (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, Not applicable since 5 years period is over |
|
| > the expenditure incurred cm Research and Development |
NO |
| (c) FOREIGN EXCHANGE EARNINGS AND OUTGO: |
|
| > The Foreign Exchange earned in terms of actual inflows timing the year and the
Foreign Exchange outgo during the year in terms of actual outflows |
NO |
RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty A formal euterprise-wide approach to Risk Management is being adopted by the
Company and key risks will now be managed within a unitary framework As a formal roll-out,
all business divisions and corporate functions will embrace Risk Management Policy and
Guidelines, and make use of these in their decision making. Key business risks and then
mitigation are considered in the annual/straregre business plans and in periodic
management reviews. The risk management process in our multi- business, multi-site
operations, ova thee period of time will become embedded into the Company's business
systems and processes, such that our responses to risks remain current and dynamic
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is not requited to form such policy.
REGULATORY ACTION
There are no significant and material orders passed by the regulators or Tribunals that
could impact the going concern status and operations of the company in future
STATUTORY AUDITORS AND THEIR REPORT
M/S O.P GARG & CO , Chartered Accountants (Firm Registration No 01194N),
were appointed as the Statutory Auditors of the Company for \ tenure of 5 years
commencing from the conclusion of the AGM held in year 2019 until the conclusion of the
AGM of the Company to be held in the year 2024 However the have resigned as the statutory
auditor of the company on 01st June 2024 due to completion of their term
M/s Rishsb Aggarwal & Associates, Charted Accountants, are appointed as statutory
auditors of the company at the Board Meeting held cm June 3rd.2024 and which was
subsequently approved by Shareholder at the Extra Ordinary General Meeting held on June
28th 2024 to hold the office of statutory auditors till the conclusion of the forthcoming
Annual General Meeting to be held on 30.09.2024 to conduct the statutory audit of the
company for the Financial Year 2023-24
They have confirmed then eligibility under section 141 of Companies Act 2013 and they
are nut disqualified for appointment and being eligible offer themselves lot
re-appointment there are no observations (including 3ny qualification, reservation,
adverse remark or disclaimer) of the Auditors in then Audit Report that may call for any
explanation from the Directors. Further, the notes to accounts refined to in the Auditor's
Report are self-explanatory
SECRETARIAL AUDITORS
The Secretarial Audit is not applicable cm the company as it is not coveted under the
provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014
COST RECORDS
Pursuant to Section 118 of the Companies Act 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on
the company
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC )
No such process initiated during the period under review under the Insolvency and
Bankruptcy Code,
2016(IBO
FAILURE TO IMPLEMENT AND CORPORATE ACTION
All the corporate action taken dining financial year 31 Match 2024 and reporting for
the same with the concerned department has been completed within specified time limit
ANNUAL RETURN
MCA vide its notification dated 05th Match 2021 has amended section 92(3) of the
Companies Act, 2013 Pursuant to Section 92(3). company does not have website so there is
no requirement to give web link of Animal Return
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
requiting of The Sexual Harassment of Women at the Workplace (Prevention.
Prohibition & Redressed ) Act. 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment .All employees (permanent, temporary.
trainees) me covered under this policy
Your directors state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressed) Act. 2013
HUMAN RESOURCES AND Industrial RELATIONS
The Company takes pride in the commitment, competence and dedication of its employees
in all areas of the business The Company has a process at all locations and development
programs to upgrade skids of managers Objective appraisal systems based on key' result
areas (KRAs) ate in place for staff
The Company is committed to nurturing. enhancing and retain mg its top tale through
superior learning and organizational development This is a part of our Corporate HR
function and is a critical pillar to support the organization's growth.
HEALTH, SAFETY AM) ENVIRONMENT PROTECTION
Company's Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health. Safety and Environment matters and
preside a healthy and safe work environment to all employees of the Company
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings of the Company
APPRECIATION AND ACKNOWLEDGEMENT
Your directors place on records then deep appreciation to employees at all levels for
then hard work, dedication and commitment The Board places on record its appreciation for
the support and cooperation. your company has been receiving from its Clients and others
associated with the Company The Directors also take this opportunity to thank Clients
Banks, Government and Regulatory Authorities for their continued support