42...Syndicate Bank REGISTRARS Sharex Dynamic (India) Pvt. Ltd. Unit No.1, Luthra Industrial...

42nd Annual Report2015- 2016

TRANS FREIGHTCONTAINERS LIMITED

BOARD OF DIRECTORSShri Ashok Kumar Dalmia Managing DirectorShri Badal Mittal DirectorShri Anil Mittal DirectorMrs. Poornima S. Agarwal Independent Director

CHIEF FINANCIAL OFFICERChandrabhan R. Singh

COMPANY SECRETARYMrs. Pushpalata V. Mishra

AUDITORSJ. F. Shah & Co.Chartered AccountantsMumbai.

BANKERSBank of MaharashtraOman International S.A.O.G.IDBI Bank Ltd.Syndicate Bank

REGISTRARSSharex Dynamic (India) Pvt. Ltd.Unit No.1, Luthra Industrial Premises,Andheri Kurla Road, Safed Pool,Andheri (E), Mumbai - 400 072

CIN : L34203MH1974PLC018009REGISTERED OFFICEMulund Industrial Estate Services Co-op. Society Ltd.Nahur Road, Mulund (West),Mumbai-400 080.

WORKSJ-1 & J1-1,M.I.D.C. Tarapur Industrial Area,Tarapur 401 501 (Via Boisar W.Rly.)

CORPORATE OFFICE72/73, Nariman Bhavan,Nariman Point.Mumbai- 400021.

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TRANS FREIGHT CONTAINERS LTD.

NOTICE

NOTICE is hereby given that the 42nd Annual General Meeting of the Members of TRANSFREIGHT CONTAINERS LIMITED will be held at the Registered Office of the Company atMulund Industrial Estate Services Co-op Society Ltd., Nahur Road, Mulund (West), Mumbai- 400 080 on Friday, the 30th September, 2016 at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit & Loss of the Companyfor the year ended 31st March, 2016 and the Balance Sheet as at that date togetherwith the Report of the Board of Directors and the Auditors thereon.

2. To appoint a director in place of Shri Anil Mittal, (DIN 00040337) who retires from officeby rotation and being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass with or without modification(s) the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicableprovisions, if any, of the Companies Act, 2013 and the Rules made thereunder, theappointment of M/s J. F. Shah & Co., Chartered Accountants, (Firm Registration No.109602 W), as Auditors of the Company, by resolution passed at the 40th Annual GeneralMeeting of the Company, to hold office for a period of three consecutive years from theconclusion of the 40th Annual General Meeting until the conclusion of the 43rd AnnualGeneral Meeting, be and is hereby ratified and accordingly they continue to hold officefrom the conclusion of this Annual General Meeting till the conclusion of the 43rd AnnualGeneral Meeting of the Company and that the Board of Directors of the Company beand is here by authorized to fix their remuneration for the said period and re-imbursementof actual out of pocket expenses, as may be incurred in the performance of their duties."

By Order of the Board of Directors,

ASHOK KUMAR DALMIAManaging Director.

DIN: 00428740

REGISTERED OFFICE :

Mulund Industrial Estate Services Co-op. Society Ltd.Nahur Road, Mulund (West), Mumbai - 400 080.

Place : MumbaiDate : 30th May, 2016.

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NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY / PROXIES INSTEAD OF HIMSELF / HERSELF AND VOTE ON APOLL AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. THE PROXY FORMS, TO BE EFFECTIVE SHOULD BE DULY COMPLETED, STAMPEDAND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. Pursuant to the provision of Section 105 of the Companies Act, 2013 a person can actas a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than ten percent of the total share capital of the Company carrying voting rights.A member holding more than ten percent of the total share capital of the Companycarrying voting rights may appoint a single person as proxy and such person shall notact as a proxy for any other person or shareholder.

4. The Proxy form should be in writing and be signed by the appointer or his/her attorneyduly authorized in writing or, if the appointer is a body corporate, be under its seal orbe signed by an officer or an attorney duly authorized by it.

5. Corporate Members intending to send their Authorised Representatives to attend theMeeting are requested to send to the Company a Certified Copy of the Board Resolutionauthorizing their Representative to attend and Vote on their behalf at the Meeting.

6. The information regarding the Directors who are proposed to be re-appointed, asrequired to be provided under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standardon General Meetings issued, is annexed hereto.

7. In case of joint holders attending the Meeting, only such joint holder who is higher inthe order of names will be entitled to vote.

8. The Register of Members and the Share Transfer Books of the Company will remain closedfrom Friday 23rd September, 2016 to Friday 30th September, 2016 (both days inclusive).

9. The Shares of the Company are put under compulsory dematerialization by BSE Ltd.and the Company has appointed M/s. SHAREX DYNAMIC (INDIA) PVT.LTD. as theRegistrars & Share Transfer Agent for physical transfer as well as Dematerialization ofthe Shares of the Company.

10. Members desirous of making nomination as permitted under Section 72 of theCompanies Act, 2013 in respect of the shares held by them in the Company, can makenominations in Form SH.13.

11. Members are requested to promptly notify any change in their address to the Companyor to the Registrar and Share Transfer Agents.

12. Members are requested to quote their Folio No. or DP ID/ Client ID, in case shares arein physical/ dematerialized form, as the case may be, in all correspondence with theCompany/Registrar and Share Transfer Agent.

13. Voting through electronic means:

Mr. K.C.Nevatia, Practicing Company Secretary (Membership No.FCS. 3963 and CP No.2348) has been appointed as Scrutinizer to scrutinize the e-voting process in fair andtransparent manner.

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The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday 27th September, 2016 at 9.00 a.m. and ends onThursday, 29th The September, 2016 at 5.00 p.m. (both the days inclusive). During thisperiod shareholders' of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date (record date) of 23rd September, 2016, may casttheir vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitledto vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP IDfollowed by 8 Digits Client ID,c. Members holding sharesin Physical Form should enter Folio Number registered with

the Company.(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.comandvoted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding sharesin Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0's before the number after the first two characters of thenamein CAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asBank recorded in your demat account or in the company recordsin order to login.Details If both the details are not recorded with the depository or companyOR Date please enter the member id / folio number in the Dividend Bank detailsof Birth field as mentioned in instruction (iv).(DOB)

(ix) After entering these details appropriately, click on "SUBMIT" tab.

(x) Members holding shares in physical form will thendirectly reach the Company selectionscreen. However, members holding shares in demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorily enter their login password in

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the new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost careto keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-votingon the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the samethe option "YES/NO" for voting. Select the option YES or NO as desired. The optionYES implies that you assent to the Resolution and option NO implies that you dissentto the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", elseto change your vote, click on "CANCEL" and accordingly modify your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modifyyour vote.

(xvii) You can also take a print of the votes cast by clicking on "Click here to print" optionon the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID andthe image verification code and click on Forgot Password & enter the details asprompted by the system.

(xix) Shareholders can also cast their vote using CDSL's mobile app "m-Voting" availablefor Android, Apple and Windows based mobiles. The m-Voting app can be downloadedfrom the respective App Store. Please follow the instructions as prompted by the mobileapp while voting on your mobile.

(xx) Note for Non - Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) andCustodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to [email protected].

After receiving the login details a Compliance User should be created using theadmin login and password. The Compliance User would be able to link theaccount(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would beable to cast their vote.

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A scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, should be uploaded in PDF formatin the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions ("FAQs") and e-voting manual available at www.evotingindia.com,under help section or write an email to [email protected].

Details of Directors seeking appointment/re-appointment at the forth coming AnnualGeneral Meeting (in pursuance of Regulation 36(3) of SEBI(LODR) Regulations, 2015)are as under:

Name of Director Shri Anil Mittal

Date of Birth 05/07/1960

Date of first appointment 27/08/1998

Qualifications B. Com.

Expertise in specific functional Family Business of Constructionareas and experience and Financing.

Relationship between directors There is no inter-se relationshipinter-se among the directors.

Directorships held in other Aurangabad Paper Mills Ltd.Public Companies (ExcludingPrivate Companies)

Membership of Audit 1Committees and StakeholdersRelationship Committees acrosspublic companies

Shareholdings in the Company 1600

ASHOK KUMAR DALMIAManaging Director.

DIN: 00428740

REGISTERED OFFICE :Mulund Industrial Estate Services Co-op. Society Ltd.Nahur Road, Mulund (West), Mumbai - 400 080.

Place : MumbaiDate : 30th May, 2016.

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DIRECTORS' REPORT

To,The Shareholders

Your Directors present their 42nd Annual Report and Audited Statement of Accounts of theCompany for the year ended 31st March, 2016.

FINANCIAL RESULTS :

Profit/(Loss) before Interest, Depreciation & Taxation

Less: Interest

Less: Depreciation

Profit / (Loss) during the year

Profit / (Loss) brought forward fromprevious year

Profit / (Loss) before Appropriation

APPROPRIATIONS

Balance Carried to Balance Sheet

(Rs. In Lakhs) Year ended

31/03/2016 31/03/2015

18.08 (8.57)

0.00 0.39

18.08 (8.96)

53.68 238.52

(35.60) (247.48)

(3957.87) (3710.39)

(3993.47) (3957.87)

(3993.47) (3957.87)

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DIVIDEND :

In view of accumulated losses, your Directors are unable to recommend any dividend.

PERFORMANCE :

The turnover of your Company for the year ended March 31, 2016 was Rs. 25.01lakhs asagainst Rs.74.33 lakhs in the previous year. Your Company has Profit of Rs.18.08 lakhs beforeInterest, Depreciation and Taxation as against a loss of Rs.8.57 lakhs in the previous year.After providing for interest of Rs. Nil lakhs (Previous year Rs. 0.39 lakhs) and Depreciationof Rs. 53.68 lakhs (Previous year Rs.238.52 lakhs) your Company has incurred a loss of Rs.35.60 lakhs as against a Loss of Rs. 247.48 lakhs in the previous year. Your Company'smanufacturing activities of ISO Marine Cargo Container remains suspended as containerproduction has not yet become viable.

Your company had diversified into manufacturing modular and prefabricated accommodationsystems for the domestic market. The target market for these products and solutions werethe infrastructure and real estate sectors. Both sectors are experiencing capital constraintsand have not recovered from the adverse business climate. Hence your Company hasdecided to suspend manufacturing of these products until the market improves.

In the meantime, we are in the process of repairing and modifying our stock of existingunfinished goods stock of containers.

Share Capital:

The Share Capital remained the same during the year under review.

Current status:

The working position of the Company in the current financial year 2016-17 is satisfactory.The Company expects to achieve better performance during the current year than the lastyear. The company is making all efforts to market its inventory of unfinished goods and tryingto overcome the challenges faced due to the fall in steel prices and lack-lustre demand.

Changes in Nature of Business and Revision in the Board's Report:

There is no change in the nature of business of the Company during the year and hencethere is no revision made in the Board's Report.

Directors and Key Managerial Personnel:

(1) DIRECTORS :

Shri Anil Mittal, Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

There is no change in the composition of the Board of Directors.

(2) Key Managerial Personnel

The Company has following Key Managerial Personnel:

Sr. No. Name of the Person Designation

1 Mr. Ashok Kumar Dalmia Managing Director

2 Mr. Chandrabhan R. Singh Chief Financial Officer

3 Mrs. Pushpalata V. Mishra Company Secretary

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(3) Declaration by Independent Director

The Company has received necessary declaration from the Independent Director of theCompany confirming that she meets the criteria of independence as prescribed bothunder section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of theSecurities and Exchang Bord of India (Listing Obligation and Disclosure Requriement)Regulations, 2015 ("Listing Regulation") In the opinion of the Board, she fulfills theconditions of independence as specified in the Act and the rules made there under andis independent of the management.

PUBLIC DEPOSITS:

The Company is not accepting any deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanationsobtained by your Directors they make the following statements in terms of Section 134(3)(c)ofthe Companies Act, 2013 and hereby confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures; and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company.

b. the directors have selected such accounting policies and applied consistently to theaffairs of the Company as at 31st March, 2016 and of the loss of the Company for theyear ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and thedirectors have laid down proper systems financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

e. proper internal financial controls were laid down and such internal financial controls wereadequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosuresas per Rule 5(1) and Rule 5(2) of Companies (Appointment & Remuneration) Rules, 2014:

Since none of the Directors is in receipt of any remuneration, the ratio of remuneration tothe median remuneration of the employees is not applicable.

There were no employees drawing remuneration as specified under rule 5(2) during the yearunder review.

Disclosure under Section 197(14) of the Companies Act, 2013The Company does not have any holding or subsidiary Company and therefore the question

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of receiving any remuneration or commission by the executive Director of the Company fromany of the holding or subsidiary Company does not arise.

Number of Board Meetings:

During the Financial year, total 5 (Five) meetings of the Board of Directors were held on29.05.2015, 11.08.2015, 03.11.2015, 09.11.2015, 12.02.2016 respectively.

On account of inadequate number of independent Directors, the constitution of Board ofDirectors, Audit committee and Nomination and Remuneration Committee is not in conformitywith the provisions of the Companies Act, 2013 and of the Listing Regulations, 2015 andalso could not frame various policies and carry out evaluation of Board and independentDirector as required under the said Act and Listing Regulations, 2015. However followingcommittees have been constituted by the Board of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition of Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177of the Companies Act, 2013. The Audit Committee comprises of:

1. Shri Ashok Kumar Dalmia - Managing Director

2. Shri Badal Mittal - Non-Executive Director

3. Smt. Poornima Sanjiv Agarwal - Independent Director

Since the Company has only one Independent Director on its Board, the constitution of thiscommittee is not in conformity with the provisions of Section 177 of the Companies Act, 2013and Listing Regulations, 2015. The Chairperson of Audit Committee is Smt. Poornima S.Agarwal, Independent Director.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS & OUTGO:

(A) The Company's operations are not energy intensive. However, adequate measures arebeing taken to reduce energy consumption, wherever possible.

(B) The company has neither acquired nor absorbed any technology during the year underreview.

(C) Foreign Exchange Earning - Nil

Foreign Exchange Outgo - Nil

LISTING OF SHARES :

The Shares of your company are listed on BSE Ltd. The company has paid Annual ListingFee for the year 2016 - 2017 and also Annual Custodian Fees in respect of Shares held indematerialization mode to NSDL and CDSL for the year 2016-17.

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CORPORATE GOVERNANCE :

A separate report on Corporate Governance as required under Listing Regulations, 2015 isannexed hereto.

STATUTORY AUDITORS:

The Statutory Auditors of the Company namely, J. F. Shah & Co. Chartered Accountantshave been appointed for a period of 3 years at the annual general meeting held on 30thSeptember, 2014. The appointment is required to be ratified by the shareholders at thisannual general meeting to conduct the audit for the financial year 2016-2017. Auditors haveconfirmed their eligibility and submitted the Certificate in writing that their appointment, ifratified, would be in accordance with the conditions prescribed under section 139 and theyare not disqualified for ratification under section 141 of the Companies Act, 2013.

AUDITORS' REPORT :

There are no remarks or qualifications in the Auditors' Report requiring any specificexplanation.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014, theCompany has appointed M/s. K. C. Nevatia & Associates, a firm of Company Secretariesin Practice (C. P. No. 2348) to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is included as "Annexure - A" and forms an integral part of this Report.

Directors Explanation to Qualification in Secretarial Audit Report:

a) Most of non compliances referred in the Secretarial Audit Report are on account ofinadequate number of Independent Directors on the Board of Directors of the Company.The Directors are making efforts to appoint more Independent Director(s) so as to havethe composition of Board of Directors in accordance with the provisions of Section 149of the Companies Act, 2013 and Listing Regulations, 2015. This will also enable theCompany to constitute various committees and frame various polices as required underthe Companies Act, 2013 as well as Listing Regulations, 2015.

b) The Company's Fixed Assets being Factory Building and Plant and Machinery situatedat J-1&J1-1, M.I.D.C. Tarapur Industrial Area, Boisar-401 501 have not been insured asthe Machinery being not in use from last about 15 years have become rusted andobsolete and have only the scrap value and the Factory Building is not RCC constructionbut in the form of a shed on the pillar. Further the finished goods being containers madeof steel and lying in stock since past several years are not subject to any risk includingfire and theft and hence do not need to be covered under insurance.

Extract of Annual Return:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2016made under the provisions of Section 92(3) of the Act is annexed as "Annexure - B" and formspart of this Report

The details of significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

No order has been passed by any Regulator or Court or Tribunal which can have an impacton the going concern status and the Company's operation in future.

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Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company's businessand size of its operations are in place. Adequate measures are taken to utilize the assetsand resources of the Company economically and efficiently. The Board continued to reviewthe internal control system from time to time.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review, no instance ofinefficiency or inadequacy of such controls have come to the notice of Board.

Material changes and commitments, if any, affecting the financial position of thecompany which have occurred between the financial year end of the company to whichfinancial results relate:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of this report.

Particulars of loans, investments and securities:

The details of Loans, Securities and Investments as covered under the provisions of section186 of the Companies Act, 2013 are given in the Note No. 8 and 9 to Financial Statements.

Particulars of contracts or arrangement with related parties:

The Company has not entered into any transaction with any of the related party during theyear under review. Hence, the provisions of Section 188 of the Companies Act, 2013 arenot attracted. Thus disclosure in form AOC-2 is not required.

COMPLIANCE CERTIFICATE OF THE AUDITORS:

The Company has obtained a certificate from the statutory auditors regarding complianceof conditions of corporate governance as stipulated in SEBI (Listing Obligation and DisclosureRequirement) Regulations, 2015 and the same is annexed hereto as Annexure - C.

On behalf of the Board of Directors,

ASHOK KUMAR DALMIAManaging Director

DIN: 00428740

ANIL MITTALDirector.

DIN: 00040337

Place : Mumbai

Date : 30th May, 2016

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ANNEXURE - A

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Company's Financial Year from 1st April, 2015 to 31st March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of theCompanies (Appointment and Remuneration of Managerial Personnel)]

To,The Members,Trans Freight Containers LimitedMumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisionsand the adherence to good corporate practices by Trans Freight Containers Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conduct / statutory compliances andexpressing our opinion thereon.

Based on our verification of Trans Freight Containers Limited's books, papers, minutebooks, forms and returns filed and other records maintained by the Company and also theinformation provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, we hereby report that in our opinion, the Companyhas, during the audit period covering the financial year ended March 31, 2016, compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subjectto the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31, 2016according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder to the extent notifiedand came into force;

2. Foreign Exchange Management Act, 1999 and the rules and regulations madethereunder to the extent of foreign Direct Investment, Overseas Direct Investment andExternal Commercial Borrowings, were not attracted to the Company during the financialyear under report.

3. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

4. The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

c. Listing Agreement with Stock Exchanges in force upto 30th November, 2015;

d. The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulations, 2015;

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5. Employees Provident Fund and Miscellaneous Provisions Act, 1952

6. Employees State Insurance Act, 1948

7. Employers Liability Act, 1938

8. Enviormnent Protection Act, 1986 and other environment laws.

9. Equal Remuneration Act, 1976

10. Indian Contract Act, 1872

11. Income Tax Act, 1961 to the extent of Tax Deducted at Source under various Sectionand T.D.S. Returns filed.

12. Indirect Tax Laws relating to collections, deductions, wherever applicable, paymentsmade and returns filed.

13. Maharashtra Stamp Act, 1958

14. Maternity Benefits Act, 1961

15. Negotiable Instruments Act, 1881

16. Payment of Bonus Act, 1965

17. Payment of Gratuity Act, 1972

18. The Sexual Harassment of women at work place (Prevention, Prohibition and Redressal)Act, 2013

19. Shops and establishments Act

Our comments, observations and audit qualifications are stated in Annexure to thisreport and forms part of this report.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Limited (BombayStock Exchange) in force upto 30th November, 2015.

(iii) The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, etc. mentioned above to extent applicable exceptas stated in the annexure to this report.

We further report that the Board of Directors of the Company is not duly constituted withproper balance of Executive Directors, Non Executive Directors and Independent Directors.There was no change in the composition of the Board of Directors during the financial yearunder review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seekingand obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

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Decisions in Board meeting are carried through unanimous consent of directors and noinstance of dissenting members' views was noticed.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines except as stated in theannexure to this report.

We further report that during the audit period, there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) The Company had obtained approval of its members by way of special resolutionunder section 180(1) (a) of the Act through postal ballot to sell, transfer, hypothecate,mortgage, lease or in any other way dispose of its whole or substantially the wholeof the undertaking of the Company.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

For K.C. NEVATIA & ASSOCIATESCOMPANY SECRETARIES

K.C.NEVATIA

Proprietor

FCS No.: 3963

C.P. No. 2348

Place : Mumbai


This Report is to be read with our letter of even date which annexed and forms an integralpart of this report.

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Annexure

Annexure to our Secretarial Audit Report dated 30th May, 2016

On Companies Act, 1956, Companies Act, 2013 and Clause 49 of ListingAgreement with Bombay Stock Exchange Ltd

1. Constitution of Board of Directors

The Board of Directors of the Company is not constituted in accordance with theprovisions of Sub section (4) of Section 149 of the Companies Act, 2013 and Clause49 of the Listing Agreement. According to these provisions, every listed company shallhave atleast one-third of the total number of directors as Independent Director's. Thiscriterion is not met out by the Company during the financial year under review.

2. Committees of the Board

Although the Company has constituted following committees but composition thereofis not inconformity with the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement on account of only one Independent Director on the Board of theCompany.

i. Audit Committee

ii. Nomination and Remuneration Committee

3. Adoption of various policies and evaluation of Directors:

On account of being only one Independent Director on the Board of the Company, theCompany could not frame and adopt various policies as well as could not carry outevaluation of Board, Chairman and Independent Director's.

4. Insurance of Company:

As per the information and explanation furnished to us by the management of the Companythe fixed assets of the Company being Factory Building and Plant and Machinery have notbeen insured as the machineries not being in use from past about 15 years have beenrusted and have become obsolete and has only the scrap value.

Similarly, the Factory Building is not a RCC construction and therefore as per theexplanation of the Management the same does not need insurance.

According to the further explanation furnished to us by the management of the Company,the finished goods being containers made of steel are not subject to the risk of theft or anyother damage, and therefore, according to the management, the same does not needinsurance.


K.C.NEVATIAProprietor

FCS No.: 3963C.P. No. 2348

Place : MumbaiDate : 30th May, 2016

16

To,The MembersTrans Freight Containers LimitedMumbai

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the

Company. Our responsibility is to express as opinion on these secretarial records based

on our audit.

2. We have followed the audit practices and process as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the processes and practices, we followed provide

a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books

of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules,

Regulations, standards is the responsibility of management. Our examination was limited

to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.


K.C.NEVATIAProprietor

FCS No.: 3963C.P. No. 2348

Place : Mumbai


17


Annexure B

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended 31.03.2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN L34203MH1974PLC18009

Registration Date 24/12/1974

Name of the Company TRANS FREIGHT CONTAINERS LTD.

Category / Sub-Category of the Company Public Company/Limited by Shares

Address of the Registered Office and Mulund Indl. Estate. Services Co.op. Soc. Ltd.Contact details Nahur Road, Mulund (W),Mumbai 400 080

Telephone No.(022)22040630 / 22022172E-mail : [email protected]

Whether listed Company Yes

Name, address and contact details of Sharex Dynamic (India) Pvt. Ltd.Registrar and Transfer Agent Unit No.1, Luthra Industrial Premises, 1st Floor,

44-E, M. Vasanti Marg Andheri KurlaRoad, Safed Pool Andheri (E),Mumbai 400 072

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shallbe stated :-

Sr. Name and Description NIC Code of the % to total turnover ofNo. of main products / services Product /service the company

1 Dry Containers 25129 59.61

2 Casting of Metal 24319 27.78

3 Pre-fabricated house 20222 12.61

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address CIN Holding/ % of Equity ApplicableNo. of the Company Subsidiary/ shares held Section

Associate

1 NIL N.A. N.A. N.A .N.A.

18

IV. SHARE HOLDING PATTERN (Equity Share Capital Brekup as Precentage of Total Equity)

(i) Category-wise shareholding

Category of No. of Shares held at the No. of Shares held %Shareholders beginning of the year at the end of the year Change

01.04.2015 31.03.2016 duringthe year

Demat Physi- Total % of Demat Physi- Total % ofcal Total cal Total

Shares Shares

A. PROMOTERS

(1)Indian

a) Individual/HUF 73216 57600 130816 1.796 189578 29600 219178 3.01 1.214

b) Central Govt. 0 0 0 0 0 0 0 0 0

c) State Govt.(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corpn. 2624400 2055220 4679620 64.261 2624400 2055220 4679620 64.261 0

e) Banks / FIINS 0 0 0 0 0 0 0 0 0

f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1) :- 2697616 2112820 4810436 66.057 2813978 2084820 4898798 67.271 1.214

(2) Foreign

a) NRIs -Individuals 0 0 0 0 0 0 0 0 0

b) OtherIndividuals 0 0 0 0 0 0 0 0 0

c) Bodies Corpn. 0 0 0 0 0 0 0 0 0

d) Banks / FII 0 0 0 0 0 0 0 0 0

e) Qualified Foreign Inv. 0 0 0 0 0 0 0 0 0

d) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (2) :- 0 0 0 0 0 0 0 0 0

Totalshareholding ofPromoter (A) =

(A)(1) + (A)(2) 2697616 2112820 4810436 66.057 2813978 2084820 4898798 67.271 1.214

19


B.PUBLIC

SHAREHOLDING

1. Institutions

a) Mutual Funds 0 700 700 0.01 0 700 700 0.01 0

b) Banks / FI 0 7800 7800 0.107 0 7800 7800 0.107 0

c) Central Govt. 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) VentureCapital Funds 0 0 0 0 0 0 0 0 0

f) InsuranceCompanies 0 0 0 0 0 0 0 0 0

g) FIIs 0 4700 4700 0.065 0 4700 4700 0.065 0

h) Foreign VentureCapital funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1) :- 0 13200 13200 0.182 0 13200 13200 0.182 0

2. Non-Institutions

a) Bodies Corpn.

i) Indian 414017 9700 423717 5.818 415441 9700 425141 5.838 0.02

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) IndividualShareholdersholding nominalshare capitalupto Rs. 1 lakh 844256 376500 1220756 16.763 850978 371300 1222278 16.784 0.021

20

ii) IndividualShareholdersholding nominalshare capital inexcess of Rs. 1 lakh 626659 49700 676359 9.288 537665 49700 587365 8.066 -1.222

c) Others (specify)

Non Resident Indians 62867 74900 137767 1.892 60557 74900 135457 1.86 -0.032

Overseas Corporates

Bodies 0 0 0 0 0 0 0 0 0

Foreign Nationals

Clearing Members 5 0 5 0 1 0 1 0 0

Trusts

Foreign Boodies-D R 0 0 0 0 0 0 0 0 0

Sub-Total(B)(2) : 1947804 510800 2458604 33.761 1864642 505600 2370242 32.548 -1.213

Total PublicShareholding

(B)=(B)(1) + (B)(2) 1947804 524000 2471804 33.943 1864642 518800 2383442 32.730 -1.213

C. SHARES HELDBY CUSTODIANFOR GDRS & ADRS 0 0 0 0.000 0 0 0 0.000 0

Grand Total

(A + B + C) 4645420 2636820 7282240 100.00 4678620 2603620 7282240 100.00 0

21


(ii) Shareholding of Promoters

Shareholder's No. of Shares held No. of Shares heldName at the beginning of the at the end of the

year 01.04.2015 year 31.03.2016

No. of % of %of Shares No. of % of %of SharesShares total Pledged / Shares total Pledged /

Shares encumbered Shares encumberedof the to total of the to total

company shares company shares

Agani ExportsPrivate Ltd. 175000 2.403 ---- 175000 2.403 ---- 0

Ajay Mittal 800 0.011 ---- 800 0.011 ---- 0

Anil Mittal 800 0.011 ---- 1600 0.022 ---- 0.011

Ankita Badal Mittal 320 0.004 ---- 4320 0.059 ---- 0.055

Anoop Mittal 800 0.011 ---- 800 0.011 ---- 0

Anuja Mittal 800 0.011 ---- 800 0.011 ---- 0

Archana S. Dalmia 6400 0.088 ---- 6400 0.088 ---- 0

Arun Mittal 4000 0.055 ---- 4000 0.055 ---- 0

Badal Mittal 1279 0.018 ---- 86441 1.187 ---- 1.169

Bidhata Invest-ments & FinancePvt. Ltd. 1066400 14.644 ---- 1066400 14.644 ---- 0

Brahmadutt Mittal 800 0.011 ---- 0 0 ---- -0.011

Gangadevi Mittal 800 0.011 ---- 0 0 ---- -0.011

Geetadevi B. Mittal 0 0.011 ---- 800 0.011 ---- 0

Govindram MittalKarta of H.U.F. 16800 0.231 ---- 0 0 ---- -0.231

Kantadevi Mittal 800 0.011 ---- 0 0 ---- -0.011

Kishan Mittal 800 0.011 ---- 1600 0.022 ---- 0.017

Kishore V Mittal 1800 0.025 ---- 2600 0.036 ---- 0.011

Klassik GarmetsPvt. Ltd. 1045520 14.357 ---- 1045520 14.357 ---- 0

%Change

inshare

holdingduring

theyear

22

Kusum Mittal 800 0.011 ---- 800 0.011 ---- 0

Mahendra Mittal 800 0.011 ---- 800 0.011 ---- 0

Manju K. Mittal 800 0.011 ---- 0 0 ---- -0.011

Minerva DealersPvt. Ltd. 560000 7.690 ---- 560000 7.690 ---- 0

Mittal Ashok V. 800 0.011 ---- 1600 0.022 ---- 0.011

Narmadadevi Mittal 800 0.011 ---- 800 0.011 ---- 0

Neeradevi Mittal 800 0.011 ---- 0 0 ---- -0.011

Niraj Mittal 800 0.011 ---- 0 0 ---- -0.011

Niranjanlal DalmiaPvt. Ltd. 449700 6.175 ---- 449700 6.175 ---- 0

Omprakash Mittal 800 0.011 ---- 1600 0.022 ---- 0.011

Parmeshwar Mittal 800 0.011 0 0 -0.011

Prateek A. Mittal 800 0.011 ---- 800 0.011 ---- 0

Pushpadevi V. Mittal 800 0.011 ---- 800 0.011 ---- 0

Rajendra Mittal 800 0.011 ---- 18400 0.253 ---- 0.242

Ramesh Mittal 800 0.011 ---- 800 0.011 ---- 0

Ruchi Mittal 800 0.011 ---- 0 0 ---- -0.011

Rupa S. Dalmia 3200 0.044 ---- 3200 0.044 ---- 0

Sanjay Mittal 800 0.011 ---- 2400 0.033 ---- 0.022

Sarla Mittal 800 0.011 ---- 800 0.011 ---- 0

Seawell HoldingPrivate Limited 1383000 18.991 ---- 1383000 18.991 ---- 0

Seema Mittal 800 0.011 ---- 1600 0.022 ---- 0.011

Shalini Mittal 800 0.011 ---- 800 0.011 ---- 0

Shankarlal Mittal 800 0.011 ---- 0 0 ---- -0.011

Sunil Mittal 800 0.011 ---- 0 0 ---- -0.011

Surendra N. Dalmia 19200 0.264 ---- 19200 0.264 ---- 0

Suresh Mittal 53017 0.728 ---- 53017 0.728 ---- 0

Sushila Mittal 800 0.011 ---- 800 0.011 ---- 0

Umadevi Mittal 800 0.011 ---- 800 0.011 ---- 0

Vibha Mittal 800 0.011 ---- 0 0 ---- -0.011

Total 4810436 4898798

23


(iii) Change in Promoters' Shareholding

Sl. Shareholder's Shareholding at the Share holding at the endNo. Name beginning of the year of the Year 31/03/2016

01/04/2015

No. of % of Increa- No of % ofShares total Date sing / Reason Shares totalat the Shares Decreas- at the Shares

beginning of the ing in end of of(01-04- comp- share- the year comp-2015) any holding (31-03- any

2016)

1 Ashok V. Mittal 800 0.011 1/04/2015 0 0 0

0 0 30/06/2015 400 Transfer 1200 0.016

0 0 14/08/2015 400 Transfer 1600 0.022

Closing Balance 1600 0.022 31/03/2016 0 1600 0.022

2 Anil Mittal 800 0.011 1/04/2015 0 0 0

0 0 5/06/2015 400 Transfer 1200 0.016

0 0 12/06/2015 400 Transfer 1600 0.022

Closing Balance 1600 0.022 31/03/2016 0 1600 0.022

3 Ankita Badal Mittal 320 0.004 1/04/2015 0 0 0

0 0 27/11/2015 4000 Transfer 4320 0.059

Closing Balance 4320 0.059 31/03/2016 0 4320 0.059

4 Badal Mittal 1279 0.018 1/04/2015 0 0 0

0 0 17/04/2015 84362 Transfer 85641 1.176

0 0 14/08/2015 800 Transfer 86441 1.187

Closing Balance 86441 1.187 31/03/2016 0 86441 1.187

5 Kishore V. Mittal 1800 0.025 1/04/2015 0 0 0

0 0 30/06/2015 800 Transfer 2600 0.036

Closing Balance 2600 0.036 31/03/2016 0 2600 0.036

6 Kishan Mittal 400 0.005 1/04/2015 0 0 0

0 0 10/04/2015 400 Transfer 800 0.011

0 0 26/06/2015 800 Transfer 1600 0.022

Closing Balance 1600 0.022 31/03/2016 0 1600 0.022

7 Kishan Mittal 400 0.005 1/04/2015 0 0 0

0 0 15/05/2015 400 Transfer 800 0.011

Closing Balance 800 0.011 26/06/2015 -800 Transfer 0 0

24

8 Neeradevi Mittal 800 0.011 1/04/2015 0 0 0

0 0 15/05/2015 -400 Transfer 400 0.005


9 Omprakash Mittal 400 0.005 1/04/2015 0 0 0

0 0 24/04/2015 400 Transfer 800 0.011

0 0 26/06/2015 800 Transfer 1600 0.022

Closing Balance 1600 0.022 31/03/2016 0 1600 0.022

10 Omprakash Mittal 400 0.005 1/04/2015 0 0 0

0 0 15/05/2015 400 Transfer 800 0.011


11 Rajendra Mittal 800 0.011 1/04/2015 0 0 0

0 0 14/08/2015 800 Transfer 1600 0.022

0 0 4/09/2015 16800 Transfer 18400 0.253

18400 0.253 31/03/2016 0 18400 0.253

12 Sanjay P. Mittal 400 0.005 1/04/2015 0 0 0

0 0 17/04/2015 400 Transfer 800 0.011

0 0 24/07/2015 800 Transfer 1600 0.022

0 0 11/09/2015 800 Transfer 2400 0.033

Closing Balance 2400 0.033 31/03/2016 0 2400 0.033

13 Sanjay P. Mittal 400 0.005 1/04/2015 0 0 0

0 0 19/06/2015 400 Transfer 800 0.011

0 0 17/07/2015 800 Transfer 1600 0.022

0 0 24/07/2015 -800 Transfer 800 0.011


14 Seema Mittal 800 0.011 1/04/2015 0 0 0

0 0 23/10/2015 800 Transfer 1600 0.022

Closing Balance 1600 0.022 31/03/2016 0 1600 0.022

15 Uma Mittal 400 0.005 1/04/2015 0 0 0

0 0 10/04/2015 400 Transfer 800 0.011

Closing Balance 800 0.011 31/03/2016 0 800 0.011

16 Shankarlal Mittal 800 0.011 1/04/2015 0 0 0

0 0 15/05/2015 -400 Transfer 400 0.005


25


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promotors andHolders of GDRs and ADRs)

Sl. Shareholder's Shareholding at the Share holding at the endNo. Name beginning of the year of the Year 31/03/2016

01/04/2015

No. of % of Increa- No of % ofShares total Date sing / Reason Shares totalat the Shares Decreas- at the Shares

beginning of the ing in end of of(01-04- comp- share- the year comp-2015) any holding (31-03- any

2016)

1 Everyday 239800 3.293 1/04/2015 0 0InvestmentLeasing & Service Pvt. LtdClosing Balance 31/03/2016 239800 3.293

2 Ajay Khemka 172085 2.363 1/04/2015 0 0Closing Balance 31/03/2016 172085 2.363

3 Vibha Hemant Mehta 150230 2.063 1/04/2015 0 017/04/2015 - 84362 Transfer 65868 0.90526/02/2016 1200 Transfer 67068 0.921

Closing Balance 31/03/2016 67068 0.921

4 Ritedeal Exports Pvt.Ltd. 84792 1.164 1/04/2015 0 0Closing Balance 31/03/2016 84792 1.164

5 Rekha Ajay Khemka 80000 1.099 1/04/2015 0 0Closing Balance 31/03/2016 80000 1.099

6 Global Emerging 58000 0.796 1/04/2015 0 0Markets IndiaClosing Balance 31/03/2016 58000 0.796

7 Gulshan Jhurani 29,949 0.411 1/04/2015 0 0Closing Balance 31/03/2016 29949 0.411

8 Chirayush Pravin Vakil 29700 0.408 1/04/2015 0 0Closing Balance 31/03/2016 29700 0.408

9 Saroj Jialal Khanna 25000 0.343 1/04/2015 0 0

Closing Balance 31/03/2016 25000 0.343

10 Poonam B. Bharwani 23550 0.323 1/04/2015 0 08/01/2016 50 Transfer 23600 0.32415/01/2016 -600 Transfer 23000 0.316

Closing Balance 31/03/2016 23000 0.31611 Indrakala N. Sirsalewala 23443 0.322 1/04/2015 0 0

Closing Balance 31/03/2016 23443 0.322

26

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholder's Name Shareholding at Cumulative Date of ReasonNo. the beginning of Shareholding change for

the year during the year in share- change01-04-2015 31-03-2016 holding

Directors/Key No. % of total No. % of totalManagerial of shares of of shares ofPersonnel shares the shares the

company company

1 Mr. Ashok Kumar Dalmia 0 0 0 0Mg. Director

2 Mr. Badal Mittal 1279 0.018 86441 1.187 17/04/2015 TransferDirector 14/08/2015

3 Mr. Anil Mittal 800 0.11 1600 0.22 06/05/2015 TransferDirector 12/06/2015

4 Mrs. Poornima S. Agarwal 0 0 0 0

5 Mr. Chandrabhan R. Singh 0 0 0 0CFO

6 Mrs. Pushpalata V. Mishra 0 0 0 0Company Secretary

Other than this, no Director and Key Managerial Personnel holds any shares in the Company

On behalf of the Board of DirectorsASHOK KUMAR DALMIA

Managing DirectorDIN:00428740Anil MITTAL

DirectorDIN:00040337

REGISTERED OFFICE :Mulund Industrial Estate Services Co.op. Society Ltd.Nahur Road, Mulund (West),Mumbai 400 080.

Place : MumbaiDate : 30th May, 2016

27


VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning Secured Loans Unsecuredof the financial year excluding Loans Deposits Total Indebtness

deposits

i) Principal Amount 0 90098230 0 90098230ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 90098230 0 90098230

Change in Indebtedness during Secured Loans Unsecured the financial year excluding Loans Deposits Total Indebtness

deposits

* Addition 0 0 0* Reduction 0 1044833 0 1044833

Net Change 0 1044833 0 -1044833

Indebtedness at the end of Secured Loans Unsecured the financial year excluding Loans Deposits Total Indebtness

deposits

i) Principal Amount 0 89053397 0 89053397ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 89053397 0 89053397

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other directors:

Sl.no. Particulars of Remuneration Name of Directors Total Amount1 Independent Directors

Fee for attending board committee meetings 0 0Commission 0 0Others, please specify 0 0

Total (1) 0 02 Other Non-Executive Directors

Fee for attending board committee meetings 0 0Commission 0 0Others, Salary 0 0Total (2) 0 0Total (B)=(1+2) 0 0Total Managerial Remuneration 0 0Overall Ceiling as per the Act

28

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.no. Particulars of Remuneration CFO Total Amount

1 Gross Salary

(a) Salary as per provisions conatined in section 17(1)of the Income-Tax Act, 1961 2,87,103 2,87,103

(b) Value of perquisites under section 17(2)of the Income-Tax Act, 1961 0 0

(c) Profits in lieu of salary under section 17(3)of the Income-Tax Act, 1961 0 0

2 Stock Option 0 0

3 Sweat Equity 0 0

4 Commission 0 0

5 Others 0 0

Total 2,87,103 2,87,103

VIII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

During the financial year, there is no instance of any penalty/punishment/compoundingof offence under the Companies Act, 2013 against any Director, Key Managerial Personand other officers in default.

29


ANNEXURE - C

AUDITOR'S CERTIFICATE

To,The Members ofTrans Freight Containers Ltd.Mumbai.

We have examined the compliance of conditions of corporate governance by Trans Freight

Containers Ltd, for the year ended 31.03.2016 as stipulated in Regulations 17 to 27 of SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Compliance of conditions of corporate governance is the responsibility of the Company's

Management. Our examination was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance of the conditions of Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statements

of the Company.

In our opinion and to the best of our information and according to the explanations given

to us, we certify that the company has not fully complied with the conditions of Corporate

Governance as stipulated in the above mentioned Listing Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of

the company nor the efficiency or effectiveness with which the management has conducted

the affairs of the Company.

For J. F. SHAH & COMPANYChartered Accountants

Firm Registration No 109602 W

(J. F. SHAH)Proprietor

ICAI Membership No.6723

PLACE: Mumbai

DATE: 30.05.2016

30

REPORT ON CORPORATE GOVERNANCE

1. Company Philosophy on Corporate Governance

The company's philosophy on code of governance is aimed at assisting the Board ofDirectors in efficient conduct of the Company's affairs and in meeting its obligations toshareholders. The company has adopted a codified corporate governance charter, interalia, to discharge its corporate responsibilities and achieve its financial objectives.

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI Listing Regulations") the Company hasexecuted fresh Listing Agreement with the Stock Exchange.

A Report on compliance with the Corporate Governance provisions as prescribed underthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("Listing Regulations") is given below.

2. Board of DirectorsA. Composition

Due to non-functioning of the Company, no one is willing to join the Board ofDirectors of the Company as "Independent Director" and therefore the Compositionof the Board is not in conformity with Regulation 17 of the SEBI Listing Regulationsand Section 149 of the Companies Act, 2013.

B. Attendance at Board MeetingsThe present strength of the Company's Board is four Directors. During the yearended 31.03.2016, 5 (Five) meetings of the Board of Directors were held on29.05.2015, 11.08.2015, 03.11.2015, 09.11.2015 & 12.02.2016.

The Agenda along with the background notes and supporting documents arecirculated to the Directors well in advance of the date of the Board Meetings.

The information on attendance of each director at the meeting of the Board ofDirectors held during the year ended 31st March, 2016 and last Annual GeneralMeeting of the Company is as under:

Name of Category No. of Board Attend Other Committee NumberDirector Meetings ance directors position of

during the year at last hips held in other Shares2015-16 AGM in public Companies HeldHeld Attd. Companies M C

Mr.Ashok Kumar Executive 5 5 Yes --- --- --- ---Dalmia

Mr.Badal Mittal Non - 5 5 Yes 1 --- --- 86441Executive

Mr.Anil Mittal Non - 5 5 Yes 1 --- --- 1600Executive

Mrs.PoornimaSanjiv Aggarwal Non - 5 5 No --- --- --- ---

Executive&Independent

31


C. Inter-se relationships among Directors:

There is no inter-se relationship among the directors.

D. Number of shares and convertible instruments held by Non Executive Directors:

Name of Director Category No . of Shares held

Mr. Anil Mittal Non Executive Director 1600

Mr. Badal Mittal Non Executive Director 86441

Mrs. Poomima Agarwal Non Executive Independent Director 0

The Company has not issued any convertible instruments hence disclosure in this respectis not applicable.

COMMITTEES OF THE BOARD

On account of inadequate number of independent directors, the constitution of AuditCommittee and Nomination and Remuneration Committee is not in conformity with theprovisions of the Companies Act, 2013 and Regulation 18 & Regulation 19 respectivelyof the SEBI Listing Regulations and also could not frame various policies and carryout evaluation of Board and independent directors as required under the said Act andRegulation 18 & Regulation 19 respectively of the SEBI Listing Regulations. Howeverfollowing committees have been constituted by the Board of Directors:

3. Audit Committee

i) Brief description of terms of referenceThe terms of reference of the Audit Committee were modified during the year and are inaccordance with Regulation 18 of the SEBI Listing Regulations and Section 177 of theCompanies Act, 2013. The Audit Committee reviews internal financial controls and RiskManagement Systems of the Company. The Committee reviews the unaudited financialresults and audited annual financial results before these are presented before the Board.

(ii) Composition, Name of Members and ChairmanAudit Committee consists of three Directors Viz:

1. Shri Ashok Kumar Dalmia - Managing Director2. Shri Badal Mittal - Non Executive Director3. Smt. Poornima Aggarwal - Independent Director

On account of inadequate number of Independent Directors, the composition of thiscommittee does not conform with the requirement of Section 177 of the Companies Act,2013 and Regulation 18 of the SEBI Listing Regulations.

(iii) Meetings and Attendance during the yearThe Audit Committee met 4 (Four) times during the year on 29/05/2015, 12/08/2015, 09/11/2015 and 12/02/2016. The attendance of each member of the committee is given below:

Name of the Director Meetings held during the Meetings Attendedtenure of the Directors

Ashok Kumar Dalmia 4 4Badal Mittal 4 4Poornima Aggarwal 4 4

The Company Secretary is the secretary of the committee.

32

5. Nomination and Remuneration Committee

(i) Brief description of Terms of Reference

The terms of reference are in accordance with the provisions of Section 178 of theCompanies Act, 2013 and provisions of Regulation 19 of SEBI Listing Regulations.The committee shall identify persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down,recommend to the Board their appointment and removal and to formulate the criteriafor determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy, relating to the remuneration for the directors, keymanagerial personnel and other employees.

(ii) Composition, Name of Members, Chairman and Attendance during the year

Nomination and Remuneration Committee comprises of:-

1. Mr. Badal Mittal - Non Executive Director

2. Mr. Anil Mittal - Non Executive Director

3. Smt. Poornima Aggarwal - Independent Director

On account of inadequate number of Independent Directors, the composition of thiscommittee does not conform with the requirement of Section 178 of the CompaniesAct, 2013 and Regulation 19 of SEBI Listing Regulations.

(iii) Meetings and Attendance during the year

Since none of the directors of the Company is paid any remuneration including sittingfee and no fresh Director and Key Managerial Personnel was appointed, no meetingof this committee was required to be held during the financial year under review.

(iv) Details of Remuneration paid to the Directors for the year ended 31st March, 2016.

None of the directors of the company was paid any remuneration including sittingfee for attending the meetings of the Board.

DETAILS OF SERVICE CONTRACT

There is no service contract entered by the company with the Managing Director, who isthe only whole time director of the Company.

6. Stakeholders Relationship Committee

i) Composition, Name of Members, Chairperson & Attendance during the year:

Stakeholders Relationship Committee comprises of:

1. Mr. Badal Mittal - Chairman and Non Executive Director2. Mr. Anil Mittal - Member and Non Executive Director

The Company promptly redresses the complaint of the shareholders. Since no complaintswere received during the year under review, no meeting of this committee was required tobe held.

33


Role

(i) The Committee looks into:

- issues relating to shareholders including transfer / transmission of shares;- issue of duplicate share certificates;- non receipt of annual report;- non-receipt of share certificate after transfers;- delay in transfer of shares;- any other issues of stakeholders.

(ii) Name & Designation of Compliance Officer:Company Secretary is designated as Compliance Officer of the Company.

(iii) to (v) A statement of various complaints received and cleared by the Companyduring the year ended on 31st March, 2016 is given below:The Company and its Registrar & Transfer Agents M/s. Sharex Dynamic (India) Pvt. Ltd.did not receive any complaint from shareholders'/investors' during the financial yearended 31st March, 2016.

5. MANAGEMENT, DISCUSSION AND ANALYSIS:The shipping companies are still underperforming due to the global recessionary trends.Facing drop in cargo growth, shipping companies are selling their existing containerassets or repairing the containers to extend their life. Hence, the manufacturing of ISOMarine Cargo Containers in India continues to be unviable.

Manufacturing of prefabricated and modular accommodation system for the Infrastructureand Real Estate companies has been put on hold. These sectors are yet to recover fromtheir liquidity constraints and are currently not investing in these assets. Your Companywill wait for market conditions to improve before re-commencing this activity.

6. General Body Meetings

The date, time and venue of the last 3 General Body Meetings of the Company is givenbelow:

Financial Date of Time Venue Details of SpecialYear ended AGMs Resolutions

31.03.2015 30.09.2015 10.00 Mulund Industrial Estate 1. Special Resolution fora.m. Services Co-op.Society Ltd., appointment of Mrs.Poornima

Nahur Road, Mulund (W), Agarwal as IndependentMumbai 400 080. Director of the Company for

a period of 5 years.31.03.2014 30.09.2014 10.00 Mulund Industrial Estate

a.m Services Co-op. Society Ltd., NANahur Road, Mulund(W), Mumbai 400 080.

31.03.2013 30.09.2013 10.00 Mulund Industrial Estatea.m Services Co-op. Society Ltd., NA

Nahur Road, Mulund (W),Mumbai 400 080.

34

During the last year one special resolution was put through postal ballot to seek approvalof shareholders under section 180 (1)(a) of the Companies Act, 2013 to dispose of thewhole or substantially the whole of the undertaking of the Company.

Voting Pattern:

No of Votes cast in favour of Vote cast against the Resultvalid the resolution resolutionvotes

No. of Percentage No. PercentageVotes of Votes

31 31 100 - - PassedUnanimously

The Postal Ballot process was conducted by Mr. Girish G. Paralikar, Practising CompanySecretary

No Special Resolution is proposed to be conducted through Postal Ballot at the ensuingAnnual General Meeting.

7. Disclosures

(i)Related Party Transactions

The Company has not entered in to any transactions with any of the related partyduring the year under review.

(ii) Compliances by the Company

There have been no instances of non-compliance on any matter with the rules andregulations prescribed by the Stock Exchanges, Securities and Exchange Board ofIndia or any other statutory authority relating to the capital market during the lastthree years.

(iii) Whistle Blower Policy:

The Company is yet to adopt Whistle Blower Policy (vigil mechanism).

(iv) Compliance with Mandatory Items

The compliance of mandatory requirements regarding the Board of Directors, AuditCommittees and other Board committees and other disclosures as required underthe provisions of the revised Clause 49 of the Listing Agreement and SEBI ListingRegulations, 2015 to the extent complied with have been mentioned hereabove.

8. RE-APPOINTMENT OF DIRECTOR

The information relating to a Director who is retiring by rotation and seeking re-appointment and the appointment of Independent Director as prescribed under SEBIListing Regulations, 2015 is furnished under the notes to the Notice of Annual GeneralMeeting.

35


9. CODE OF CONDUCT

The Board of Directors of the Company has adopted the Code of Conduct for Directorsand Senior Management Personnel. The Code is applicable to Executive and Non-Executive Directors as well as Senior Management Personnel.

A declaration signed by the Managing Director of the Company regarding compliance bythe Board Members and Senior Management Personnel with the said Code of Conductduring the financial year ended 31st March, 2016 is annexed as "Annexure - 1".

10. Means of Communication:

(i) Quarterly/Half-yearly and Yearly Financial Results

The quarterly / half yearly and audited yearly financial results along with Notesappended thereto, were published in newspapers and have also been submittedto the BSE Ltd. to enable it to put the same on its website.

(ii) Newspaper where results are published

The Company usually publishes its financial results in following newspaper

1. Free Press Journal (All editions) - In English2. Nav Shakti, Mumbai. - In Marathi

11. General Shareholders Information

A. Annual General Meeting

The 42nd Annual General Meeting of the shareholders will be held on Friday, 30thday of September, 2016 at 10.00 a.m. at the Mulund Industrial Estate Services Co-op. Society Ltd., Nahur Road, Mulund (W), Mumbai 400 080

B. Financial Calendar

For the year ending 31st March, 2017 the Financial Results will be announced on:

1st Quarter : Within 45 days from the end of the quarter2nd Quarter : Within 45 days from the end of the quarter3rd Quarter : Within 45 days from the end of the quarter4th Quarter (Audited yearly results) : Within 60 days after the end of March, 2017

C. Date of Book Closure: Friday 23rd September, 2016 to Friday 30th September, 2016(both days inclusive).

D. Listing : BSE Ltd.Phiroze Jeejeebhoy TowerDalal Street, Mumbai 400 001

E. ISIN NO. : INE360D01014

F. SCRIP CODE : 513063

36

G. Market Price Data at Bombay Stock Exchange.

Market Price Data and Performance in comparison to BSE SENSEX

Month Company No of shares BSE SENSEXTraded

High Low High Low

April, 2015 11.02 10.47 652 29,094.61 26897.54

May, 2015 10.50 9.50 1,906 28,071.16 26,423.99

June, 2015 0 0 0 27,968.75 26,307.07

July, 2015 10.50 10.07 299 28,578.33 27,416.39

Aug, 2015 10.35 9.98 14 28,417.59 25298.42

Sep, 2015 10.35 9.78 118 26,471.82 24,833.54

Oct, 2015 10.70 9.15 2302 27618.14 26168.71

Nov, 2015 11.02 9.55 12,351 26,824.30 25,451.42

Dec, 2015 9.54 7.32 11,128 26,256.42 24,867.73

Jan, 2016 9.19 7.07 6,995 26,197.27 23,839.76

Feb, 2016 9.19 6.75 4,053 25,002.32 22,494.61

Mar, 2016 9.41 8.53 24 25,479.62 23,133.18

H. Name and Address of the Registrar and Share Transfer Agent

Sharex Dynamic (India) Pvt. Ltd.Unit No.1, Luthra Industrial Premises1st Floor. 44-E, M. Vasanti MargAndheri Kurla RoadSafed Pool, Andheri (E)Mumbai 400 072Tel. No. 28515606 / 28515644Fax No. 28512885Email:[email protected] / [email protected]

I. Share Transfer System

The transfer of shares in physical form is processed and completed by Sharex Dynamic(India) Pvt. Ltd. the R&T Agents of the company within a period of fifteen days from thedate of receipt thereof.

In case of shares in electronics form, the transfers are processed by NSDL & CDSLthrough the respective Depository Participants.

37


J. Distribution of Share Holding as on 31st March, 2016

DISTRIBUTION SCHEDULE AS ON 31/03/2016

Sr. Shareholding of No. of % of Total Shares % ofNo Nominal Shares Shareholder Shareholders Shares

1 Up to 100 1265 40.70 114524 1.57

2 101 to 200 697 22.43 137315 1.89

3 201 to 500 543 17.47 216316 2.97

4 501 to 1000 301 9.68 251220 3.45

5 1001 to 5000 247 7.95 552720 7.59

6 5001 to 10000 25 .80 183510 2.52

7 10001 to 100000 22 .71 735130 10.09

8 100001 to above 8 .26 5091505 69.92

Total 3108 100.00 7282240 100.00

K. Dematerialization of Shares

Category No. of Shares % of Total Capital

ELECTRONIC FORM 4678620 64.25

PHYSICAL FORM 2603620 35.75

Total: 7282240 100.00

L. The Company has not issued any GDR's/ ADR's, Warrants or any other convertibleinstruments.

M. Company's Branches/Locations

Registered Office

Mulund Industrial Estate Services Co-op. Society Ltd.,Nahur Road, Mulund (W),Mumbai 400 080.

Corporate Office

72/73 Nariman Bhavan,Nariman Point,Mumbai - 400 021

Factory Location:

J-1 & J1 -1,M.I.D.C. Tarapur Industrial AreaTarapur 401 501 (Via Boisar W. Rly.)

38

N. Address for Correspondence:

Sharex Dynamic (India) Pvt. Ltd.Unit No.1, Luthra Industrial Premises1st Floor, 44-E, M. Vasanti MargAndheri Kurla RoadSafed Pool, Andheri (E)Mumbai 400 072Tel.No.28515606/28515644Fax No.28512885Email:[email protected] / [email protected]

O. MD/CFO Certification

The Certificate from Managing Director as required under Part D of Schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 containing declarationas to affirming compliance with the Code of Conduct of Board of Directors and seniormanagement for the financial year 2015-16 is attached as Annexure-2 to this Report.

For and on behalf of the Board of Directors

Ashok Kumar Dalmia Anil Mittal

Managing Director Director

DIN:00428740 DIN:00040337

Place : Mumbai

Date : 30th May,2016

39


ANNEXURE - 1

CODE OF CONDUCT

DECLARATION

I, Ashok Kumar Dalmia, Managing Director of Trans Freight Containers Limited hereby

declare that all Board members and Senior Management personnel have confirmed

compliance with Code of Conduct as laid down by the Company during Financial Year 2015-

2016.

For Trans Freight Containers Ltd.

Ashok Kumar Dalmia

Managing Director

DIN: 00428740

Place : Mumbai


40

ANNEXURE - 2

MD/CFO CERTIFICATION

I Ashok Kumar Dalmia, Managing Director of the Company certify that:

(a) I have reviewed the financial results and the cash flow statement of Trans FreightContainers Limited (the Company) for the year ended 31st March, 2016 and that to thebest of my knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairs andare in compliance with existing accounting standards, applicable laws andregulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by thecompany during the year ended 31st March, 2016, which are fraudulent, illegal orviolative of the company's code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financialreporting and that I have evaluated the effectiveness of the internal control systems ofthe company pertaining to financial reporting and I have disclosed to the auditors andthe Audit Committee, deficiencies in the design or operation of internal controls, if any,of which I am aware and the steps I have taken or propose to take to rectify thesedeficiencies.

(d) I have indicated to the auditors and the Audit committee.

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year, if any, and that the samehave been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which I become aware and the involvement therein,if any, of the management or an employee having a significant role in the company'sinternal control system over financial reporting.

For and on behalf ofTrans Freight Containers Limited

Ashok Kumar Dalmia

Managing DirectorDIN: 00428740

Place : Mumbai


41


INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS

To,

The Members of Trans Freight Containers Ltd.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Trans FreightContainers Limited ("the Company"), which comprise the balance sheet as at 31st March,2016, the statement of profit and loss, the cash flow statement for the year then ended, anda summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5)of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the Accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for Safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies;making judgements and estimates that are reasonable and prudent; and design,implementation and maintenance of internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements basedon our audit.

We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions ofthe Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates madeby Company's Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.

42

Opinion

In our opinion and to the best of our information and according to the explanations givento us, the aforesaid standalone financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31st March,2016, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued bythe Central Government of India in terms of Sub-Section (11) of Section 143 of the Act,we give in the Annexure - 2 a statement on the matters specified in paragraphs 3 and4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31stMarch, 2016 taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2016 from being appointed as director in terms ofSection 164(2) of the Act.

f) Our separate report on adequacy of internal financial control system and operatingeffectiveness of such controls is enclosed in Annexure-1.

3. With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and tothe best our information and according to the explanations given to us :

a) The Company has disclosed the impact of pending litigations on its financial positionin its financial statements - Refer Note 26 to the financial statements.

b) The Company did not have any long-term contract including derivative contractwhich may lead to any foreseeable loss.

c) The Company is not liable to transfer any amount to the Investor Education andProtection Fund.

For J.F. SHAH & COMPANYChartered Accountants

Firm's Registration No. 109602 W

J.F. SHAHProprietor

(Membership No. : 006723)Place : Mumbai

Date : 30.05.2016

43


ANNEXURE - 1

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Trans FreightContainers Limited ("the Company") as of 31st March, 2016 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls. Over Financial Reporting issued by the Instituteof Chartered Accountants of India. These responsibilities include the design, implementationand maintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business, including adherence to company'spolicies, 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 ofreliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the "GuidanceNote") and the Standards on Auditing, issued by ICAI and deemed to be prescribed underSection 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls, both applicable to an audit of Internal Financial Controls and, both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects. Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controls system over financial reporting.

44

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statement in accordance withgenerally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition, use, or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March, 2016, based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For J.F. SHAH & COMPANY

Chartered Accountants


J.F. SHAHProprietor

(Membership No. : 006723)

Place : MumbaiDate : 30.05.2016

45


ANNEXURE-2

Auditors' Report as per the Companies (Auditor's Report) Order, 2016

1. a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonableintervals. As informed, no material discrepancies between book records and thephysical inventories have been noticed on such verification.

c. The title deeds of immovable property are held in the name of the Company.

2. The inventories have been physically verified at reasonable intervals during the year bythe management. The discrepancies noticed on physical verification between thephysical stock and book records were not material and have been properly dealt within the books of accounts.

3 Loans taken by the company from companies, firms and other parties covered in theRegister maintained under Section 189 of the Companies Act, 2013 :

Sr. Name of Party Relationship with Amount Year end BalanceNo. Company (Rs.) (Rs. in Lakhs)

1. New Bombay Some of the Nil 272.36Dying & Directors of theBleaching Company areMills (Prop. DirectorsNLD Pvt. Ltd.)

a) No interest is charged on loan taken.

b) The Company is not regular in repaying the principal amount.

c) There are overdue amounts of loans taken from companies, firms or other partieslisted in the registers maintained under section 189 of Companies Act, 2013.

4. The Company has complied to the provisions of Section 185 and 186 of the CompaniesAct, 2013 in respect to loans, investments, guarantees and securities.

5. The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Act and the Rules framed there under to the extent notified.

6. The Central Government has not notified the maintenance of Cost Records UnderSection 148(1) of the Companies Act, 2013 in the case of the Company.

7. a) According to information and explanations given to us, the company is regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFund, Employees state insurance, Income tax, Sales tax, Service tax, Custom duty,Excise duty, VAT, Cess and other statutory dues to the extent applicable to it. Accordingto the information and explanations given to us, no undisputed amounts payable inrespect of the aforesaid dues were outstanding as at 31st March, 2016 for a period ofmore than six months from the date of becoming payable.

46

b) The dues on account of Income Tax disputed by the company where such disputeis pending is mentioned below :

Nature of Statute Nature of dues Period Amount Forum where(Rs.in lacs) Dispute is

Pending

Income Tax Income Tax Assmt. Year 57.08 CommissionerAct, 1961 2013-14 (Appeal)

8. Based on our audit procedures and as per the information and explanations given bythe management, we are of the opinion that the company has not defaulted in repaymentof dues to any bank or government. Company has no debenture holder or any financialinstitutional borrowing during the year.

9. Neither any term loan has been obtained during the year nor any money was raisedby way of public offer (including debt instruments) during the year by the company.

10. No fraud has been noticed or reported on or by the company during the year.

11. None of the Directors of the company draw any remuneration and hence section 197read with Schedule V of the Act do not apply.

12. The Company is not a Nidhi Company, accordingly paragraph 3(xii) of the Order is notapplicable.

13. There are no transaction with related parties as per Sections 177 and 188 of CompaniesAct, 2013.

14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year.

15. The Company has not entered into any non-cash transactions with directors.

16. The Company is not required to be registered under Section 45-1A of the Reserve Bankof India Act, 1934.

For J.F. SHAH & COMPANY

Chartered Accountants


J.F. SHAH

Proprietor

(Membership No. : 006723)

Place : Mumbai

Date : 30.05.2016

47


48

BALANCE SHEET AS AT 31st MARCH, 2016.Rupees in Lakhs

Particulars Note No. As at As at31 March, 2016 31 March, 2015

EQUITY AND LIABILITIESShareholders’ funds

(a) Share Capital 1 728.22 728.22(b) Reserve & Surplus 2 1972.80 2008.40

2701.02 2736.62Current Liabilities

(a) Short Term Borrowings 3 890.53 900.98(b) Trade Payables 4 43.76 71.91(c) Other Current Liabilities 5 383.56 175.59(d) Short Term Provisions 6 12.90 11.00

1330.75 1159.48TOTAL 4031.77 3896.10

ASSETSNon-current Assets

(a) Fixed Assets(i) Tangible Assets 7 369.12 427.68(ii) Capital Work-in-Progress 98.30 98.30(b) Long Term Loans & Advances 8 1025.30 1017.05

1492.72 1543.03Current Assets

(a) Current Investments 9 2098.62 1871.17(b) Inventories 10 378.74 429.73(c) Trade Receivables 11 8.69 0.39(d) Cash and Cash Equivalents 12 9.25 51.25(e) Short Term Loans & Advances 13 43.75 0.53

2539.05 2353.07TOTAL 4031.77 3896.10See accompanying notes forming part of the financial statements

As per our Report of even dateFOR J.F.SHAH & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsPROPRIETOR : J F SHAH Ashok Kumar Dalmia Anil MittalMembership No. 6723 Managing Director DIN: 00428740 Director DIN: 00040337Firm No. 109602W Chandrabhan R. Singh Mrs. Pushpalata V. MishraPlace : Mumbai Chief Financial Officer Company SecretaryDate : 30/05/2016


49

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH 2016Rupees in Lakhs

Particulars Note No. For the Year For the Yearended ended

31 March, 2016 31 March, 2015REVENUE1. Revenue from Operations (Net) 14 52.34 222.37

2. Other Income 15 156.14 192.33

3. Total Revenue 208.48 414.704. EXPENSES(a) Cost of Materials Consumed 16 7.27 277.28

(b) Changes in Inventories ofFG/WIP/Stock-in-trade 17 45.56 13.71

(c) Employee Benefit Expenses 18 32.54 29.45

(d) Finance Cost 19 0 0.39

(e) Depreciation & Amortisation Expenses 20 53.68 238.52

(f) Other Expenses 21 105.03 102.83

244.08 662.185. Profit (+) / Loss (-)Before Exceptional and

Extraordinary Items & Tax (3-4) -35.60 -247.486. Profit (+) / Loss (-) Before Extraordinary

Items & Tax -35.60 -247.487. Profit (+) / Loss (-) Before Tax -35.60 -247.488. Profit (+) / Loss (-) for the period from

continuing operations -35.60 -247.489. Profit (+) / Loss (-) for the period -35.60 -247.48See accompanying notes forming parts of the financial statements

Earnings Per Equity Shares of Face Value of Rs.10/ eachBasic EPS (in Rs.) -0.49 -3.40Diluted EPS (in Rs.) -0.49 -3.40As per our Report of even dateFOR J.F.SHAH & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsPROPRIETOR : J F SHAH Ashok Kumar Dalmia Anil MittalMembership No. 6723 Managing Director DIN: 00428740 Director DIN: 00040337Firm No. 109602W Chandrabhan R. Singh Mrs. Pushpalata V. MishraPlace : Mumbai Chief Financial Officer Company SecretaryDate : 30/05/2016

50

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2016Rs. in Lakhs

Particulars 31 March, 2016 31 March, 2015

A. Cash Flow from Operating Activities :

Profit before tax (35.60) (247.48)

Adjustments for :

Depreciation 53.68 238.53

Loss on sale of Fixed Asset 1.13 -

Interest Income (139.71) (170.68)

Dividend Income (0.72) (0.26)

Net (gain) / Profit on Sale of QuotedShares/units (15.71) (21.39)

Finance Costs - 0.39

Operating profit before working capital changes (136.93) (200.89)

Movements in working capital

- (Increase)/decrease in Trade receivables (8.30) 7.13

- (Increase)/decrease in Inventories 50.99 287.73

- (Increase)/decrease in Loans and Advances (35.64) 39.66

- Increase/(decrease) in Trade Payables (28.16) (159.77)

- Increase/(decrease) in Provisions 1.90 (0.97)

- Increase/(decrease) in other liabilities 207.97 (3.00)

Cash generated from operations 51.83 (30.11)

- Taxes paid (15.83) (15.27)

Net cash generated from operating activities - (A) 36.00 (45.38)

B. Cash flow from investing activities :

Sale of Fixed Assets 4.44 -

Purchase of Fixed Assets (0.68) (0.37)

Net Cash flow from Investment (211.74) (132.37)

Interest Income 139.71 170.68

Dividend Income 0.72 0.26

Net cash generated from investing activities - (B) (67.55) 38.20


51

Rs. in Lakhs

Particulars 31 March, 2016 31 March, 2015

C Cash flow from Financing Activity:Repayment of Loan (10.45) (8.57)

Finance Costs - (0.39)

Net cash generated from financing activities - (C) (10.45) (8.96)

Net Increase in cash and cash equivalents (A+B+C) (42.00) (16.14)

Cash and cash equivalents - Opening balance 51.25 67.39

Cash and Cash Equivalents - Closing balance 9.25 51.25

Net Increase in Cash and Cash Equivalents (42.00) (16.14)

Components of cash and cash equivalents as- Cash in Hand 0.03 5.91

- with banks on current account 9.22 45.34

9.25 51.25

As per our Report of even dateFOR J.F.SHAH & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsPROPRIETOR : J F SHAH Ashok Kumar Dalmia Anil MittalMembership No. 6723 Managing Director DIN: 00428740 Director DIN: 00040337Firm No. 109602W Chandrabhan R. Singh Mrs. Pushpalata V. MishraPlace : Mumbai Chief Financial Officer Company SecretaryDate : 30/05/2016

52

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/03/20161. SHARE CAPITAL Rs. in LakhsParticulars 31/03/2016 31/03/2015AuthorisedEquity Shares of Rs. 10/- each with voting rights(1,50,00,000 Shares of Rs. 10/- each) 1500.00 1500.00_________ _________

1500.00 1500.00_________ _________Issued, Subscribed and Fully Paid up capitalPaid Up Share Capital72,82,240 Equity Shares of Rs. 10/- each fully paid up 728.22 728.22_________ _________

728.22 728.22_________ _________Reconciliation of Shares Outstanding at the beginning and at the end of the year

31/04/2016 31/04/2015Equity Shares No. of Shares Amount No. of Shares Amount

at the beginning of the year 72,82,240 728.22 72,82,240 728.22Addition during the year 0 0 0 0Deduction During the year 0 0 0 0outstanding at the end of the year 72,82,240 728.22 72,82,240 728.22

Details of shareholders holding more than 5% shares in the company

31/03/2016 % of 31/04/2015 % ofName of the shareholder No. of Shares Holding No. of Shares Holding

Bidhata Investment & Finance Pvt. Ltd. 1,066,400 14.64 1,066,400 14.64Niranjanlal Dalmia Pvt. Ltd. 449,700 6.18 449,700 6.18Seawell Holdings Pvt. Ltd. 1,383,000 18.99 1,383,000 18.99Minerva Dealers Pvt. Ltd. 560,000 7.69 560,000 7.69Klassik Garment Pvt. Ltd. 1,045,520 14.36 1,045,520 14.36

2. RESERVES & SURPLUS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Capital ReserveAs per last Balance Sheet 81.30 81.30

_________ _________81.30 81.30

Capital Redemption ReserveAs per last Balance Sheet 2.50 2.50

_________ _________2.50 2.50

Securities Premium AccountAs per last Balance Sheet 4032.00 4032.00

_________ _________4032.00 4032.00

General ReserveAs per last Balance Sheet 1762.29 1762.29

_________ _________1762.29 1762.29


53

Export Profit ReserveAs per last Balance Sheet 72.50 72.50

_________ _________

72.50 72.50Investment Allowance ReserveAs per last Balance Sheet 15.68 15.68_________ _________

15.68 15.685966.27 5966.27

Profit & Loss AccountAs per last Balance Sheet -3,957.87 -3,710.39Additions During the year 0 0Profit / Loss (-) during the year -35.60 -247.48Deduction during the year 0 0_________ _________

-3993.47 -3957.87_________ _________Net Reserve and surplus 1972.80 2008.40_________ _________

3. SHORT TERM BORROWINGS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Short Term - Loans & Advances From Related PartiesUnsecured from Promotors 890.00 890.01Other Loans & AdvancesUnsecured from BankBank of Maharashtra, Tarapur Branch 0.53 0.44Industrial Development Bank of India(Interest Free E C I P Loan) 0 10.53___________ ___________

890.53 900.98___________ ___________4. TRADE PAYABLES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Total Trade Payable 43.76 71.91___________ ___________43.76 71.91___________ ___________

5. OTHER CURRENT LIABILITIES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Advances Received 383.56 175.59__________ ___________383.56 175.59___________ ___________

6. SHORT TERM PROVISIONS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Provision for Statutory Liabilities 1.52 0.47Provision for Employee Related Liabilities 1.93 1.41Other Short Term Provisions for Expenses 9.45 9.12_________ _________

12.90 11.00_________ _________

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55

8. LONG TERM LOANS & ADVANCES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Deposit with Statutory Authorities 64.84 48.79Other Security DepositsSecured, considered good 2.40 2.40Given to SuppliersSecured, considered good 0 10.79Given to EmployeesSecured, considered good 8.06 5.07Other Long Term Loans & AdvancesUnsecured, considered good 950.00 950.00

1025.30 1017.059. CURRENT INVESTMENTS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

A. Quoted InvestmentsEquity Securities 27.41 36.38

B. Unquoted InvestmentsInvestment in Debentures 0.69 0.69Investment in Preference Shares 1.00 1.00Mutal Funds 383.53 375.00Other InvestmentsBank Fixed Deposits 1624.77 1388.19Interest Accrued on Fixed Deposits 61.22 69.91

_________ _________2098.62 1871.17

Aggregate Value of Unuoted Investments 2071.21 1834.79Aggregate Value of Quoted Investments 27.41 36.3810. INVENTORIES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Finished Goods 15.09 59.60Raw Material 363.65 369.09Work-In-Progress 0.00 1.04

_________ _________

378.74 429.73_________ _________

11. TRADE RECEIVABLES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Considered Good and SecuredOutstanding for more than six months 0.00 0.04Others 8.69 0.35

_________ _________

8.69 0.39_________ _________

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12. CASH & CASH EQUIVALENTS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Cash Balance on HandCash in Hand 0.03 5.91

Bank Balance with Scheduled BankIn Current Account 9.22 45.34

_________ _________9.25 51.25_________ _________

13. SHORT TERM LOANS & ADVANCES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Given to SuppliersSecured, considered good 43.75 0.53_________ _________

43.75 0.5314. REVENUE FROM OPERATIONS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Sale of ProductsSale of Other Goods 6.95 55.83Sale of Pre-Fabricated House 3.15 17.44Local Sales 14.91 0.00Sale of Trading Goods 0.00 1.06_________ _________

25.01 74.33_________ _________Sales of ServiceLabour Charges Received 6.56 0.00Other Operating RevenueSundry Balances Written back 20.77 148.04_________ _________

27.33 148.04_________ _________52.34 222.37_________ _________

15. OTHER INCOME Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Dividend on Shares 0.72 0.26Interest on Bank Fixed Deposits 139.71 170.68Profit on Sale of Ouoted Shares 5.66 0Profit on Valuation of Ouoted Shares 2.90 21.39Profit on Sale of Units 7.15 0_________ _________

156.14 192.33_________ _________


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16. COST OF MATERIALS CONSUMED Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Raw MaterialsOpening Stock

Raw Material & Stores 369.09 643.11Add : Purchases

Raw Material (Steel, Wall / Roof /Bison Panel & Other Material) 1.81 2.75

Add : Incidental Expenses on Purchases 0.02 0.50Less : Transfer / Sale of Raw Material 0 0Less : Purchase Return 0 0Less : Capitalisation of Raw Material 0 0Less : Closing Stock

Raw Material & Stores 363.65 369.08_________ _________

7.27 277.28_________ _________

Imported & Indigenous raw materials31/03/2016 31/03/2015Value % Value %

Imported 0 0 0 0Indigenous 7.27 100 277.28 100

17. CHANGE IN INVENTORIES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Finished GoodsOpening Stock 59.60 72.04Less : Closing Stock 15.08 -59.60_________ _________

44.52 12.44Work in ProgressOpening Stock 1.04 2.31Less : Closing Stock 0.00 -1.04_________ _________

1.04 1.27_________ _________45.56 13.71_________ _________

Finished GoodsFinished Goods 15.08 59.60_________ _________

15.08 59.60Work In ProgressWork in Progress 0.00 1.04_________ _________

0.00 1.04

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18. EMPLOYEE BENEFIT EXPENSES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Salaries & Wages 31.37 27.65Staff Welfare Expenses 1.17 1.80_________ _________

32.54 29.45_________ _________

19. FINANCE COST Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Interest on Borrowing from Bank 0.00 0.39_________ _________0.00 0.39_________ _________

20. DEPRECIATION & AMORTISATION EXPENSES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Depreciation for the year 53.68 238.52_________ _________53.68 238.52_________ _________

21. OTHER EXPENSES Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Contract CostSub Contracting 2.97 7.97_________ _________

2.97 7.97_________ _________Manufacturing & Service CostFreight and Forwarding 2.50 1.22Power & Fuel 38.53 6.25Repairs & Maintenance - Building 8.68 6.35Repairs & Maintenance - Machinery 0.39 1.87Repairs & Maintenance - Others 3.69 0.00

53.79 15.69Other ExpensesAdvertisement Expenses 0.73 0.76Certification 0.20 0.20Communication 5.31 4.70Legal & Professional Fees 18.10 31.06Loss on Sale of Fixed Assets 1.13 0Miscellaneous Expenses 3.49 7.52Warehosuing Expenses 0.39 0.00Printing and Stationery 1.19 1.33Security Expenses 10.72 10.50Statutory Audit Fees 0.75 0.75Tax Audit Fees 0.20 0.20Travelling and Conveyance 1.80 13.96Vehicle Expenses 4.26 8.19_________ _________

48.27 79.17_________ _________105.03 102.83


59

22. EARNING PER SHARE (EPS) Rs. in Lakhsa. Net Profit / Loss attributable to Equity Shareholders (Basic)

Net Profit / Loss after Tax as per Profit & Loss Account -35.60 -247.48_________ _________

Net Profit / Loss attributable to Equity Shareholders (Basic) -35.60 -247.48b. Details of No. of Shares used for Basic Earning Per Share

Number of Equity Shares at the start of the period 7282240 7282240_________ _________

Net Profit / Loss attributable to Equity Shareholders (Basic) 7282240 7282240c. Net Profit / Loss attributable to Equity Shareholders (Diluted)

Net Profit / Loss after Tax as per Profit & Loss Account -35.60 -247.48_________ _________

Net Profit / Loss attributable to Equity Shareholders (Basic) -35.60 -247.48d. Details of No. of Shares used for Diluted Earning Per Share

Number of Equity Shares at the start of the period 7282240 7282240_________ _________

Weighted Average No. of Shares for Diluted EPS 7282240 7282240Face Value per Share 10 10

23. PAYMENTS TO AUDITORS Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Statutory Audit Fees 0.75 0.75Tax Audit Fees 0.20 0.20

Legal Consultancy 0 0Tax Consultancy 0 0

Managment Consultancy 0 0Other Consultancy 0 0

Certificate Fees 0.20 0.20Reimbursement of Expenses 0 0_________ _________

1.15 1.15_________ _________

24. EXPENDITURE IN FOREIGN CURRENCY Rs. in Lakhs

Particulars 31/03/2016 31/03/2015

Other Expenditure in Foreign Currency 0.00 2.86Total Expenses in Foreign Currency 0.00 2.86

Net Earnings in Foreign Currency 0.00 0.00

Capital Expenditure in Foreign Currency 0.00 0.00_________ _________0.00 2.86_________ _________

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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

SIGNIFICANT ACCOUNTING POLICIES

25. SIGNIFICANT ACCOUNTING POLICIES :

a. Accounting Policies :The books of accounts are prepared under the Historical Cost Convention Method usingthe accrual method of accounting.

b. Inventories :Inventories are valued at the lower of cost or net realisable value.

c. Depreciation :Depreciation on all assets is provided on the Straight Line Method in accordance withthe provisions of Section 205 (2) (b) of the Companies Act, 1956 and in the mannerprescribed in Schedule XI to the Companies Act, 1956.

d. Fixed Assets :Fixed Assets are stated at cost of acquisition or construction. All costs including financecost till commencement of commercial production are capitalised.

26. NOTESThe Unsecured Creditors have advanced money to the Company against which they have filed windingup petitions in the Bombay High Court. The Company's Lawyers are defending the suits.


61

FROM NO. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Managementand Administration) Rules, 2014]

CIN : L34203MH1974PLC018009Name of the Company : TRANS FREIGHT CONTAINERS LTD.Regd. Off. : Mulund Industrail Estate Services Co.op. Society Ltd., Nahur Road, Mulund (W), Mumbai 400080Telephone No. : 91-22-22040630/22022172, Fax : 91-22-22041773, Email : [email protected], [email protected]

Name of the Member (s)

Registered Address

Email ID

Folio No./Client ID

DP ID

I/We, being the members(s) holding …………………… shares of the above named company, hereby appoint :

(1) Name .................................................................... Address ............................................................................

E-mail Id .................................................................... Signature ................................................... or failing him;

(2) Name .................................................................... Address ............................................................................

E-mail Id .................................................................... Signature ................................................... or failing him;as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 42nd Annual General Meetingof the company, to be held on Friday, the 30th September 2016 at 10.00 a.m. at Mulund Industral Estate ServicesCo.op. Society Ltd., Nahur Road, Mulund (W), Mumbai 400 080 and at any adjournment thereof in respect of suchresolutions as are indicated below.

Sr. RESOLUTIONSNo.

For Against Abstain

1. Consider and Adopt Audited Financial Statement of theCompany for the year ended 31st March 2016, and theReports of the Board of Directors and Auditors.

2. Re-appointment of Shri Anil Mittal(DIN 00040337) who retireby rotation and being eligiable, offers himself for reappointment.

3. Appointment of Messrs J. F. Shah & Company, CharteredAccountants as Auditors and fixing their remuneration.

Signed this ……………………… day of ………………2016

Signature of Shareholder ……………………………….

Signature of Proxy holder(s) ……………………………....

Note : (1) This form of proxy In order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of the meeting.

(2) For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 41st AnnualGeneral Meeting.

* (3) It is optional to put a 'X" in the appropriate column against the Resolutions indicated in the Box. If youleave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to votein the manner as he/she thinks appropriate.

(4) Please complete all details including details of member(s) in above box before submission.

(5) A proxy need not be a members of the Company.

(6) A Person an act as a proxy on behalf of member/s not exceeding fifty and holding in aggregate notmore than 10% as the total share capital of the Company carrying voting rights. A member holding morethan 10% of the total share capital of the Company carrying voting rights may appoint a single personas proxy and such person shall not act as proxy for any other person or shareholder.

62

This Page is intentionally Left B

lank.


63

TRANS FREIGHT CONTAINERS LIMITEDRegd.Office : Mulund Indl. Estate Services Co-op. Soc. Ltd., Nahur Rd., Mulund (W),

Mumbai-400 080CIN : L34203MH1974PLC018009

ATTENDANCE SLIP

Sr No.:

Registered Folio No./ DP ID / ClientID

Name and Address of the Member(s)

Joint Holder(s)

No of Share(s)

Name of Proxy (in Block Letters)

Signature of the Member(s) / Proxy

I/We hereby record my / our presence at the 42nd Annual General Meeting of the Company beingheld on Friday, 30th September, 2016 at 10.00 a.m. at Mulund Industrial Estate Services Co.op.Society Ltd., Nahur Road, Mulund (W), Mumbai 400 080.Note : Members / Proxies are requested to bring the attendance Slip with them.

PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING

ELECTRONIC VOTING PARTICULARS

EVSN(Electronic Voting Sequence Number) *Default PAN

* Only Shareholders who have not updated their PAN with Company / Depository Paricipantshall use Default PAN in the Pan Field

Note : Please read the e-voting instructions printed in the Notice of Annual General Meeting.

The E-Voting period starts on 27th September, 2016 at 09:00 A.M. and ends at 29thSeptember, 2016 at 5:00 P.M. The e-voting shall be decided by CDSL for voting thereafter

If not delivered, please return to :

TRANS FREIGHT CONTAINERS LIMITEDMulund Industrial Estate Services Co-op. Society Ltd.Nahur Road, Mulund (West),Mumbai-400 080. PRINT ART CORPORATION

321, Bussa Udyog Bhavan,Sewri (W), Mumbai -400 015.Tel. : 2413 6847

42...Syndicate Bank REGISTRARS Sharex Dynamic (India) Pvt. Ltd. Unit No.1, Luthra Industrial...

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