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Directors Report of TCFC Finance Ltd.

Mar 31, 2016

To the Members of,

TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS

Year ended March 31, 2016 (Rs. in lacs)

Year ended March 31, 2015 (Rs. in lacs)

Profit/(Loss) before Noncash charges

411.88

665.21

Less: Depreciation

3.97

3.47

Profit before tax

407.91

661.74

Less: Provision for Tax

65.37

115.00

Net Profit/(Loss) after tax

342.54

546.74

Proposed dividend

157.23

157.23

Dividend tax

32.01

32.01

Carried to General Reserve

34.25

54.67

Carried to Statutory Reserve

68.51

109.35

Deficit balance carried to Profit and Loss Account

(1179.39)

(1229.93)

OPERATIONS

Compared to previous year’s profit of Rs. 661.74 lacs this year your company has made a profit of Rs. 407.91 lacs before provision of tax and after deducting tax it comes to Profit of Rs. 342.54 lacs.

DIVIDEND

Your Directors have further recommended a dividend to be paid out of current year profits of Rs. 1.50 per equity share for the financial year ended 31st March,2016 amounting to Rs. 18,924,066/-(inclusive a tax of Rs. 3,200,872/-)

The dividend payable shall be subject to the approval of the Members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

The performance of the Indian economy has been adversely affected due to the impact of a variety of factors including recession in many developed countries, continuing high rates of inflation, higher commodity prices. This has resulted in lower than expected performance of many corporate and has slowed down the growth of economy.

Also the continuing high rate of food inflation and volatility in Global Commodity market has affected the commodity market significantly. These factors necessarily affect the performance of the secondary markets and hence the performance of the Company. The Company is therefore taking a cautious view and will formulate its investment policies accordingly.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Thus , disclosure in form AOC-2 is not required.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Company’s website at http://tcfcfinance.com/wp-content/uploads/2015/03/Related-Party-Transcation-Policy.pdf

AUDITORS

The Board of Directors upon recommendation of the Audit Committee and subject to the Members approval in the ensuing Annual General Meeting have appointed M/s. GMJ & Co. Chartered Accountants (Firm Registration no. 103429W) as the Statutory Auditors of the Company for a period of three years i.e. from the conclusion of this Annual General Meeting up to the conclusion of 28th Annual General Meeting of the Company.

M/s. GMJ & Co. has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), has been received from them.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2016, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company have been prepared on a going concern basis.

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

-Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Dharmil Bodani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

-Re-appointment of Managing Director:

The Nomination & Remuneration Committee and the Board have recommended re-appointment of Mrs. Tania Deol as Managing Director and Chief Executive Officer of the Company for the period of 5 years w.e.f July 1, 2016 to 30th June, 2021. Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

Declaration by Independent director:

Pursuant to provisions of sub-section (7) of section 149 of the Companies Act, 2013, the Company has received individual declarations from all Independent directors confirming that they meet criteria of Independence as per Companies Act, 2013 and SEBI (LODR)regulations 2015

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There was no foreign exchange transaction entered into by the Company during the year under review.

EMPLOYEE REMUNERATION

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in “Annexure 1” forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link: http://tcfcfinance.com/wp-content/ uploads/2015/06/C0RP0RATE-S0CIAL-RESP0NSIBILITY-POLICY-TCFC-Finance-Ltd-PDF.pdf

The Annual Report on CSR activities for the financial year ended 2014-2015 and 2015-2016 is annexed herewith as “Annexure-2” MEETINGS OF THE BOARD:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.

During the financial year 2015-16, five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The details of the Board meetings held during the year along with the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Annual Report

COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the

Corporate Governance Report of the Company, which forms part of this Annual Report.

NOMINATION AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. AABID & CO, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as “Annexure-3” to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL AUDIT & CONTROLS

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) (10) of the Companies Act, 2013 and Regulation 22 of SEBI (lODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://tcfcfinance.com/wp-content/ uploads/2015/03/whistle-Blower-Policy-or-Vigil-Mechanism-Policy.pdf

Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks

HUMAN RESOURCES:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining talent through superior Learning & Organizational Development.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year 2015-16, Company has not received any complaint of sexual harassment against women employees of the Company.

LISTING WITH STOCK EXCHANGES:

Your Company’s equity shares continue to remain listed on BSE Limited, As per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which came in effect from December 1, 2015, a shortened version of the Uniform Listing Agreement, was signed by the Company with the stock exchange.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company’s Shares are listed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had Rs.4,47,203/- (Rupees Four Lakhs forty thousand two hundred and three only) lying unpaid or unclaimed dividend for a period of seven years. Therefore, your Company has duly transferred the above mentioned fund into Investor Education and Protection Fund (IEPF).

Also, pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27th August, 2015), with the Ministry of Corporate Affairs.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board

For TCFC Finance Limited

Atul Desai

Chairman

(DIN: 00019443)

Place: Mumbai

Date : 19th May, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

Year ended Year ended

March 31, 2015 March 31, 2014 (Rs. in lacs) (Rs. in lacs)

Profit before Non-cash charges 665.21 623.75

Less: Depreciation 3.47 3.51

Profit before tax 661.74 620.24

Less: Provision for Tax 115.00 112.01

Net Profit/(Loss) after tax 546.74 508.22

Proposed dividend 157.23 157.23

Dividend tax 32.01 26.72

Carried to General Reserve 54.67 50.82

Carried to Statutory Reserve 109.35 101.64

Deficit balance carried to (1229.93) (1421.51) Profit and Loss Account

OPERATIONS

The Company continued with its core activities such as investment in shares, mutual funds, both equity and debt. Overtime the direct exposure to equity shares have been reduced given the volatility in this market. The investment philosophy may be considered as conservative and generally low risk.

As a result your company has made a profit of Rs. 661.74 lacs before provision for tax and profit after tax of Rs. 546.74 lacs for the financial year 2014-15 as compared to the profit after tax of Rs. 508.22 lacs for the previous year.

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.50/- per equity share for the financial year ended 31st March,2015 amounting to Rs. 1,89,24,066/- (inclusive a tax of Rs. 32,00,872/-)

The dividend payable shall be subject to the approval of the Members at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Company's website at http://tcfcfinance.com/wp- content/uploads/2015/03/Related-Partv-Transcation-Policv.pdf

AUDITORS

M/s. MGB & Co. LLP, Chartered Accountants, Mumbai), sent their resignation as Statutory Auditors of the Company vide their email dated 15th May 2015. The Board noted their resignation and to fill the casual vacancy, the Board at its meeting held on 27th May, 2015 approved the appointment of M/s. GMJ & Co., Chartered Accountants as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting. M/s. GMJ & Co. has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made there under has been received from them. Pursuant to Section 139(8) of the Companies Act, 2013, M/s. GMJ & Co. shall hold office till the conclusion of the next Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, (Act) any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Considering the coinciding of the General Meeting and the Annual General Meeting, the Board of Directors proposes/recommends the appointment of M/s. GMJ & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting, subject to the approval of the members.

DEPOSITS

The Company has not accepted any deposits from public during the year under review

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards read with the requirements set out under the schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company had appointed Mr. Dharmil A. Bodani as an Additional Non Executive Director on 26th September, 2014, who holds office up to the date of the ensuing Annual General Meeting. Your Directors recommend his appointment in the ensuing Annual general Meeting of the Company.

Mr. Venkatesh Kamath was appointed as Executive Director & Chief Financial Officer of the Company with effect from 26th September, 2014. Hence there was change in designation of Mr. Venkatesh Kamath from Non- Executive Director to Executive Director & CFO as approved by Board of Directors in their meeting,

Mr. Venkatesh Kamath, Director retires by rotation and being eligible offers himself for re-appointment.

Further, Ms. Dipali Thakkar had resigned from the post of Company Secretary with effect from 8th August, 2014 and Ms. Kinjal Sheth was appointed as Company Secretary with effect from 21st August, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There was no foreign exchange transaction entered into by the Company during the year under review.

EMPLOYEE REMUNERATION

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - 1" to this Report. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: http://tcfcfinance.com/wp-content/ uploads/2015/06/CORPORATE-SOCIAL-RESPONSIBILITY- POLICY-TCFC-Finance-Ltd-PDF.pdf

The Annual Report on CSR activities is annexed herewith as "Annexure-2".

BOARD MEETINGS

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.

During the financial year 2014-15, five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

The details of the Board meetings held during the year along with the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Annual Report

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Compliance Committees.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy may be accessed on the Company's website at the link: http:// tcfcfinance.com/wp-content/uploads/2015/07/NOMINATION- AND-REMUNERATION-POLICY-TCFC-Finance-Ltd.pdf SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. AABID & CO, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as "Annexure-3" to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL AUDIT & CONTROLS

During the year, the Company continued to implement the suggestions and recommendations of Internal Auditor to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://tcfcfinance.com/wp-content/ uploads/2015/03/Whistle-Blower-Policy-or-Vigil-Mechanism- Policy.pdf

Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

RISK MANAGEMENT POLICY

The Company places emphasis on risk management measures to ensure an appropriate balance between risk and return. The Company has taken steps to implement comprehensive policies and procedures to identify, measure, monitor and manage risks. The Board and the Audit Committee on regular intervals are updated on the risk management systems, processes and minimization procedures of the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

During the financial year 2014-15, Company has not received any complaint of sexual harassment against women employees of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had Rs.3,50,208/- (Rupees Three Lakhs fifty thousand two hundred and eight only) lying unpaid or unclaimed dividend for a period of seven years. Therefore, your Company has duly transferred the above mentioned fund into Investor Education and Protection Fund (IEPF).

Also, pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 1st August, 2014), with the Ministry of Corporate Affairs.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2015, in the prescribed form MGT 9,forms part of this report and is annexed as "Annexure - 4".

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board For TCFC Finance Limited

Sd/- Place: Mumbai Atul Desai Date: 23rd June, 2015 Chairman & Independent Director (DIN - 00019443)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23nd Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31,2014.

FINANCIAL RESULTS Year ended Year ended March 31, March 31, 2014 2013 (Rs. in lacs) (Rs. in lacs)

Profit/(Loss) before Non-cash 623.75 (37.60)

charges

Less: Depreciation 3.51 3.36

Profit/(Loss) before tax, 620.24 (40.96)

provision

Add: Excess Provision written 0.00 1.25

back

Profit/(Loss) Before Tax 620.24 (39.71)

Less: Provision for Tax 112.01 0.43

Net Profit/(Loss) after tax 508.23 (40.14)

Proposed dividend 157.23 —

Dividend tax 26.72 —

Carried to General Reserve 50.83 —

Carried to Statutory Reserve 101.65 —

Surplus balance carried to (1421.51) (1593.31)

Profit and Loss Account

OPERATIONS

Compared to previous year''s loss of Rs. 39,72,203/- this year your company has made a profit of Rs. 6,20,24,226/- before provision of Tax and after deducting tax Compared to previous year''s loss of Rs. 40,14,888/- it comes to Profit of Rs. 5,08,22,852 /- .

DIVIDEND

Your directors have recommended a dividend of Rs. 1.50 Per equity Share for the financial Year ended on 31st March, 2014, amounting to Rs. 1,83,95,350/- (inclusive a tax of Rs. 26,72,157/-) The Dividend payout is subject to member''s approval at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

India''s growth has slowed down markedly, reflecting global developments and domestic supply constraints, while inflation remains stubbornly high. falling infrastructure and corporate investment, the slowdown has penetrate to other sectors of the economy. The financial positions of banks and corporates have deteriorated. The combination of persistently-high inflation, sizeable current account and fiscal deficits intensified the global liquidity tightening-induced balance of payment pressures experienced during the year, which resulted in significant portfolio debt outflows, and pressures on currency, equity and bond markets.

There are numerous factors that affect the equity market. The performance of the company its profitability, attitude of members/brokers of the stock exchange, etc. are some of the primaryfactors.

Company is taking cautions view and will formulate its investment policies accordingly.

CORPORATE GOVERNANCE

Corporate Governance Report is annexed to this report.

AUDITORS

M/s MGB & Co, Chartered Accountants, Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of section 143(3)(g) of the Companies Act, 2013. The Directors recommend their re-appointment as the Auditors of the Company. Notes forming part of accounts which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments or explanations.

DEPOSITS

The Company has not accepted any deposits from public during the year under review

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards read with the requirements set out under the schedule VI to the Companies act, 1956, have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the year Mr. Venkatesh Kamath, Director retires by rotation and being eligible offers himself for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy, technology absorption and foreign exchange earnings & out go.

PARTICULARS OF EMPLOYEES

The information on employees'' remuneration as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date, forms part of this Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members excluding the statement containing the particulars of Employees to be provided under Section 217 (2A) of the Act. Any Member interested in obtaining such particulars may inspect the same at the Company''s Registered Office between 11.00 am to 1.00 pm on all working days till the date of the 23rd Annual General Meeting. Further, those seeking a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board For TCFC Finance Limited Place : Mumbai Atul Desai Date : 30th May, 2014 Chairman


Mar 31, 2013

To the Members of TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2013. FINANCIAL RESULTS

Year ended Year ended March 31, March 31, 2013 2012

(Rs.in lacs) (Rs.in lacs)

Profit/(Loss) before Non-cash (37.60) 161.03 charges

Less: Depreciation 3.36 3.51

Profit/(Loss) before tax, provision (40.96) 157.51

Add: Excess Provision written back 1.25

Profit/(Loss) Before Tax (39.71) 157.51

Less: Provision for Tax 0.43 52.63

Net Profit/(Loss) after tax (40.14) 104.88

Proposed dividend

Dividend tax

Carried to General Reserve

Carried to Statutory Reserve 20.98

Surplus/(Deficit) balance carried (1593.31) (1553.18)

to Profit and Loss Account

OPERATIONS

The Company has made a net loss of Rs. 40.14 lacs after writing off Rs. 500 lacs in respect of a bad debt, in the year under report as against profit of Rs. 104.88 lacs in the previous year. Prior to the write off, the Company made an operating profit of Rs. 459.04 lacs from its investment operations.

DIVIDEND

In view of the inadequacy of profit, the Directors do not recommend any dividend for the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The equity markets have been volatile driven more by Fll inflows than fundamentals of corporate performance and the economy as a whole. The increasing high level of trade deficit, delays/overruns in infrastructure investments, various scams and controversies have constrained the government in its policy initiatives.

Food inflation continues to remain elevated along with fuel & power coupled with low income growth. The volatility in global commodity market has affected the commodity market significantly.

As a result the economy has seen significant slowdown impacting both the demand and the supply side in major sectors. These factors necessarily affect the performance of the secondary markets and hence the performance of the Company. The current uncertainty does make Company to take cautious view and formulate its investment policies.

CORPORATE GOVERNANCE

Corporate Governance Report is annexed to this report.

AUDITORS

M/s MGB & Co, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956. The Directors recommend their re-appointment as the Auditors of the Company. Notes forming part of accounts which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments or explanations.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv.) they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the year Mr. Venkatesh Kamath, Director retires by rotation and being eligible offers himself for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy, technology absorption and foreign exchange earnings & out go.

PARTICULARS OF EMPLOYEES

The information on employees'' remuneration as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date, forms part of this Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members excluding the statement containing the particulars of Employees to be provided under Section 217 (2A) of the Act. Any Member interested in obtaining such particulars may inspect the same at the Company''s Registered Office between 11.00 am to 1.00 pm on all working days till the date of the 22nd Annual General Meeting. Further, those seeking a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels. By Order of the Board

For TCFC Finance Limited

Place : Mumbai Atul Desai

Date : May 27, 2013 Chairman


Mar 31, 2012

To the Members of TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 21stAnnual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

Year ended; Year ended; March 31, March 31, 2012 2011: (Rs in lacs) (Rs in lacs)

Profit before Non-cash charges 161.03 997.83

Less: Depreciation 3.52 3.98

Profit before tax, provision 157.51 993.85

Add: Excess Provision written - 198.75 back Profit Before fax 157.51 1192.60

Less: Provision for fax 52.63 191.50

Net Profit after tax 104.88 1001.10

Proposed dividend _ 157.23

Dividend tax _ 25.51

Carried to General Reserve - 100.11

Carried to Statutory Reserve 20.98 200.22

Surplus balance carried to Profit; (1553.18) (1637.08) and Loss Account

OPERATIONS

The Company has made a net profit of Rs 104.88 lacs in the year under report as against profit of Rs 1001.10 lacs in the previous year. Earning per share has decreased from Rs 9.55 in the previous year to Rs 1 in the current year. Due to the volatile conditions in the secondary market and also due to unimproved Global economic & financial situation, the performance for the year ending 31st March 2012 has been adversely affected.

DIVIDEND

In view of the inadequacy of profit, the Directors do not recommend any dividend for the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The performance of the Indian economy has been adversely affected due to the impact of a variety of factors including recession in many developed countries, continuing high rates of inflation, higher commodity prices. This has resulted in lower

than expected performance of many corporate and has slowed down the growth of economy. Also the continuing high rate of food inflation and volatility in Global Commodity market has affected the commodity market significantly. These factors necessarily affect the performance of the secondary markets and hence the performance of the Company. The Company is therefore taking a cautious view and will formulate its investment policies accordingly.

CORPORATE GOVERNANCE '

Corporate Governance Report is annexed to this report. AUDITORS

M/s MGB & Co, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956. The Directors recommend their re-appointment as the Auditors of the Company. Notes forming part of accounts which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments or explanations.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the year Mr. V. S. Srinivasan, Director retires by rotation and being eligible offers himself for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy, technology absorption and foreign exchange earnings & out go.

PARTICULARS OF EMPLOYEES

The information on employees' remuneration as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date, forms part of this Report.

However, as per the provisions of Section 219(1)(b)(iv) of the - Companies Act, 1956, the Report and Accounts are being sent to all the Members excluding the statement containing the particulars of Employees to be provided under Section 217 (2A) of the Act.

Any Member interested in obtaining such particulars may inspect the same at the Company's Registered Office between 11.00 am to 1.00 pm on all working days till the date of the 21st Annual General Meeting. Further, those seeking a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board

For TCFC FINANCE LIMITED

Place: Mumbai Atul Desai

Date : May 28, 2012 Chairman


Mar 31, 2011

To the Members,

TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 20th Annual Report of the Company together with, the Audited Annual Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS Year ended Year ended March 31, March 31, 2011 2010 (Rs.in lacs) (Rs.in lacs)

Profit before Non-cash charges 997.83 2534.95

Less: Depreciation 3.98 3.81

Profit before tax, provision 993.85 2531.14

Add: Excess Provision written back 198.75 0.00

Profit Before Tax 1192.60 2531.14

Less: Provision for Tax 191.50 427.03

Net Profit after tax 1001.10 2104.11

Proposed dividend 157.23 209.64

Dividend tax 25.51 34.82

Carried to General Reserve 100.11 210.41

Carried to Statutory Reserve 200.22 420.82

Surplus balance carried to (1637.09) (2155.11) Profit and Loss Account

OPERATIONS

The Company has made a net profit of Rs. 1001.10 lacs in the year under report as against profit of Rs. 2104.11 lacs in the previous year. Earning per share has decreased from Rs. 20.07 in the previous year to Rs. 9.55 in the current year. Due to the volatile conditions in the secondary market and also due to sad demise of Mr. Davendra Ahuja, Managing Director of the Company, the performance for the year ending 31st March 2011 has been adversely affected.

DIVIDEND

The Directors are pleased to recommend a dividend of 15% amounting to Rs. 1.50 per equity share on 1,04,82,129 Equity Share of Rs. 10/- each for the financial year ended March 31, 2011. Dividend, if approved by the Members at the ensuing' Annual General Meeting will be paid to the Equity shareholders whose names appear in the Register of Members as on 3rd August, 2011 and to those whose names appear as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

The performance of the Indian economy has been affected due to the impact of a variety of factors including recession in many developed countries, continuing high rates of inflation, higher borrowing costs of corporates. This has resulted in lower than expected performance of many corporates and has affected the investor sentiments. Also the continuing legal proceedings in respect of spectrum allocation, commonwealth games and other corruption related issues has impacted the foreign investment inflows. These factors necessarily affect the performance of the secondary markets and hence the performance of the Company. Hence the Company is taking a cautious view and will formulate its investment policies accordingly.

The Company has also started its operation in the hedging of Equity Shares and Mutual Fund Units and is taking initiatives to consolidate and improve performance subject to favorable market conditions.

CORPORATE GOVERNANCE

Corporate Governance Report is annexed to this report.

AUDITORS

M/s MGB & Co, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956. The Directors recommend their re-appointment as the Auditors of the Company. Notes forming part of accounts which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments or explanations.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the year our Managing Director Mr. Davendra Ahuja died on 20th August, 2010. The Board on behalf of all the stake holders wishes to place on record the deep sense of loss and the appreciation for the efforts, support, advice and leadership provided by Late Mr. Davendra Ahuja during his tenure as the Managing Director of the Company.

Mrs. Tania Deol has been appointed as a Director on 26th August, 2010 to fill the vacancy caused by the demise of Mr. Devendra Ahuja, Managing Director.

Mr. Atul Desai, Director retire by rotation and being eligible offers himself for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy, technology absorption and foreign exchange earnings & out go.

PARTICULARS OF EMPLOYEES

The information on employees' remuneration as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date, forms part of this Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members excluding the statement containing the particulars of Employees to be provided under Section 217 (2A) of the Act. Any Member interested in obtaining such particulars may inspect the same at the Company's Registered Office between 11.00 am to 1.00 pm on all working days till the date of the 20th Annual General Meeting. Further, those seeking a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board For TCFC FINANCE LIMITED

Atul Desai Chairman

Place: Mumbai Date : May 25, 2011

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