Directors Report of TCFC Finance Ltd.
Mar 31, 2018
DIRECTORâS REPORT
To the Members of,
TCFC FINANCE LIMITED
The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2018.
1. FINANCIAL RESULTS
|
Year ended March 31, 2018 (Rs, in lacs) |
Year ended March 31, 2017 (Rs, in lacs) |
|
|
Profit/Loss before Depreciation and Taxes |
502.28 |
(630.01) |
|
Less: Depreciation |
3.41 |
3.01 |
|
Profit/Loss before tax |
498.87 |
(633.04) |
|
Less: Provision for Tax |
110.91 |
76.35 |
|
Net Profit/(Loss) after tax |
387.96 |
(709.37) |
|
Proposed dividend (including tax) |
189.24 |
- |
|
Carried to General Reserve |
38.80 |
- |
|
Carried to Statutory Reserve |
77.59 |
- |
|
Surplus balance carried to Profit and Loss Account |
(1806.43) |
(1888.76) |
2. OPERATIONS
Compared to previous yearâs Loss of Rs, 709.37 lakhs. this year, your company has made a Profit of Rs, 498.87 lakhs before provision of tax and after deducting tax it comes to Profit of Rs 387.96 Lakhs
3. DIVIDEND
Your Directors have 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, 2018 amounting to Rs, 18,924,066 (inclusive of 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.
4. MANAGEMENT DISCUSSION AND ANALYSIS
- Industry Structure and Developments
Your Company is engaged and registered as a NBFC, currently the NBFC space and industry as whole is on a road to growth as is the trend seen, the interest rate are growing southward and the markets on a upward with record highs, on overall analysis of the NBFC sector the management is very optimistic about the future growth and prospects of the Company.
- Opportunities and Threats
Being a primarily investment company, fluctuating markets and interest rate pose a threat to the business of the Company, However the same can be converted into opportunity by proper planning and implementation.
- Segment Wise / Product Wise Performance
As the company is only in one line of business, product wise disclosure of performance is not required to be made.
- Business Outlook
The Management of the Company is looking for a steady growth of the Company and aims at maximizing the shareholders wealth by way of earning maximum profits at low investment costs.
- Risks and areas of concern
Risk of market fluctuation shall always be a major risk associated with the Company, however the management is of the opinion that the Company can withstand through in any kind of market fluctuation as the investment portfolio of the Company is relatively stable and less prone to market fluctuations.
- Internal Control Systems and Adequacy
The adequacy of the internal control system is reviewed by the Audit Committee of the Board of Directors. Your Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by various Statutes, Internal Auditor, the Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities.
- HUMAN RESOURCES:
The Companyâs current activities do not require engagement of significant human resource. However, requisite qualified and experienced personnel have been engaged to take care of organization need of human resource. With the sign of growth, if and when seen, the Company will engage requisite human resource.
- Future Outlook:
The future outlook of Indian financial markets looks positive. It can be affected by unfavorable global cues but with strong policies from the Indian government, like Make in India, Digital India, Startup India, changes in FDI norms, there is positivity in the Indian business environment. Controlled inflation and increasing GDP growth are favorable signals for the Company.
The Companyâs focus will be on its regular trading activities and making long term strategic investments in various existing and new ventures, if any.
5. 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
6. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during the financial year with related parties into were in the ordinary course of business and on an armâs 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 Companyâs website at http:// www.tcfcfinance.com/wp-content/uploads/2018/07/Policy_ on_Related_Party_Transcations-revised.pdf
7. DEPOSITS
Being a non-deposit accepting NBFC Company, your Company has not accepted any deposits from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
8. STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, (Firm registration No. 103429W), were appointed as Companyâs Statutory Auditors in the Companyâs 25th Annual General Meeting to hold office till the conclusion of the 28th Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment as may be necessitated by the Act from time to time.
However, the Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting and hence M/s. GMJ & Co. shall continue as Statutory Auditors for the remaining period of the term till the conclusion of the 28th Annual General Meeting of the Company.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company
9. DIRECTORSâ 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, 2018, 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, 2018 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.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Director Retiring by Rotation:
I n 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 reappointment. The Board recommends the same for your approval.
- Declaration by independent directors
The independent directors have submitted the declaration of independence, as required under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ)
- Key managerial Personnel
During the year under review there was no change in the Key managerial personnel of the Company.
11. 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.
12. 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 âAnnexure 1â forming part of this report.
13. 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 Companyâs 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 for the financial year ended 2016-2017 and 2017-2018 is annexed herewith as âAnnexure-2â
14. 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 2017-18, four (4) 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
15. 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.
16. ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process
17. 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.
18. SECRETARIAL AUDIT REPORT
I n 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 âAnnexure-3â to this report. The report is self-explanatory and do not call for any further comments.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is enclosed as âAnnexure 4â to this report.
20. INTERNAL AUDIT & CONTROLS
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.
21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non Banking Financial Services, pursuant to the section of 186 (11) (a),
(b) of the Companies Act, 2013, the company is exempted from complying with the provisions.
Further, details of Investments made by the Company during the year review form a part of the financial statements.
22. 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://www.tcfcfinance.com/ wp-content/uploads/2018/07/Whistle_Blower_Policy_Vigil_ Mechanism_Policy.pdf
Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.
23. RISK MANAGEMENT
Risk management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs 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) Strategic Risks
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the financial year 2017-18, Company has not received any complaint of sexual harassment against women employees of the Company.
25. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-2019 to BSE where the Companyâs Shares are listed.
26. 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
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the amount of unclaimed and unpaid dividend amounting to '' 6,55,252/- was transferred to the IEPF.
Also, pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016], 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. 22nd August, 2017), with the Ministry of Corporate Affairs.
28. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has duly transferred 204,322 shares which remained unclaimed from the financial year 2009-2010 to the IEPF Demat Account of the Authority maintained with NSDL.
Unclaimed dividend for Financial year 2010-2011 shall become due for transfer to the said fund. Members are requested to verify their records and send claim, if any, by writing to the Company at investorservices@tcfcfinance. com, before the amount becomes due for transfer to the said fund.
Pursuant to section 124(6) of the Companies Act, 2013, as amended, and the IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to demat account of the I EPF Authority. In due compliance of the provisions of rule 6(3) of the IEPF Rules, the Company will send individual letters through speed post to all such members requesting them to claim the amount of unpaid dividend before the Company proceeds with the transfer of related shares to Demat account of the IEPF Authority. The Company will also be publishing notice in the newspapers
intimating the members of the said provisions and these details will be made available on the Companyâs website https://www.tcfcfinance.com
As provided under the IEPF Rules, a member can claim such dividend and shares transferred to the fund by following the procedure prescribed in the IEPF Rules which is available on the Companyâs website https:www.tcfcfinance.com
29. 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: 9th May, 2018 Chairman
(DIN:00019443)
Mar 31, 2017
DIRECTORâS REPORT
To the Members of,
TCFC FINANCE LIMITED
The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2017.
FINANCIAL RESULTS
|
Year ended March 31, 2017 (Rs, in lacs) |
Year ended March 31, 2016 (Rs, in lacs) |
|
|
Profit/(Loss) before Non-cash charges |
636.03 |
411.88 |
|
Less: Depreciation |
3.01 |
3.97 |
|
Profit before tax and Exceptional Items |
(633.02) |
407.91 |
|
Less: Provision for Tax |
(76.35) |
65.37 |
|
Net Profit/(Loss) after tax |
(709.37) |
342.54 |
|
Proposed dividend |
- |
157.23 |
|
Dividend tax |
- |
32.01 |
|
Carried to General Reserve |
- |
34.25 |
|
Carried to Statutory Reserve |
- |
68.51 |
|
Surplus balance carried to Profit and Loss Account |
(1888.76) |
(1179.39) |
OPERATIONS
Compared to previous yearâs profit of Rs, 407.91 lakhs, this year, your company has made a loss of Rs, 633.02 lakhs before provision of tax and after deducting tax it comes to loss of Rs,709.37 lakhs.
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 country witnessed historic changes in terms of the passage of the Goods and Services Tax (GST) Bill and demonetization during the year which altered the landscape of the industry and outlook for the economy.
The overall GDP witnessed moderation during the year, and the second half of the year witnessed a pronounced effect in this regard. While the year began on an optimistic note, the growth rates continued to be scaled down particularly following the demonetization and the low credit off take. Against the medium term and long term inflation expectation of below 5%, the inflation hovered marginally above 5% during the year.
FUTURE OUTLOOK
The business model adopted by the Company is investment into equity shares and mutual funds (equity and debt), hence the performance of the Company is largely driven by market forces. If the economic environment improves and higher growth rates return based on improved FDI, structural reforms, reduced global risks, etc., market conditions may significantly change for the better. In the longer term the management is optimistic about the future outlook for the Company.
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 armâs 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 Companyâs website at http://tcfcfinance.com/wp-content/uploads/2015/03/Related-Party-Transcation-Policy.pdf
AUDITORS
At the Companyâs 25th Annual General Meeting held on 12th August, 2016, M/s GMJ & Co. Chartered Accountants, Mumbai (Firm registration No. 103429W), were appointed as Companyâs Statutory Auditors for 3 years to hold office till the conclusion of the 28th Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment.
Therefore, in terms of the provisions of Section 139 (1) of the Companies Act, 2013, the ratification of the appointment of Statutory Auditors is being sought from the Members of the Company at ensuing AGM.
The Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of the Section 141 of the Companies Act, 2013.
The Auditors Report to the shareholders for the year under review does not contain any qualification.
DEPOSITS
The Company has not accepted any deposits from public during the year under review.
DIRECTORSâ 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, 2017, 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, 2017 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.
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 âAnnexure 1â 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 Companyâs 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 2015-2016 and 2016-2017 is annexed herewith as âAnnexure-2â
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 2016-17, four (4) 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, Stakeholdersâ 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.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent
Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
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 âAnnexure-3â 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 Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs 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 2016-17, Company has not received any complaint of sexual harassment against women employees of the Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the Companyâs 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
During the year under review there was no requirement to transfer any unclaimed or unpaid amount of dividends to the 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. 12th August, 2016), 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
Place: Mumbai Atul Desai
Date: 16th May, 2017 Chairman
(DIN: 00019443)
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 yearâs 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 armâs 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 Companyâs 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.
DIRECTORSâ 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 âAnnexure 1â 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 Companyâs 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 âAnnexure-2â 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, Stakeholdersâ 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 âAnnexure-3â 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 Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs 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 Companyâs 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 Companyâs 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 Â
Dividend tax 26.72 Â
Carried to General Reserve 50.83 Â
Carried to Statutory Reserve 101.65 Â
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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