Notes to Accounts of TCFC Finance Ltd.

Mar 31, 2018

1.Segment Information

The Company has only one business i.e. Finance and Investments and trading in shares, mutual funds, bonds, securities etc., hence “Segment Reporting” as defined in Accounting Standard 17 is not applicable.

2. Managerial Remuneration

Remuneration paid or provided in accordance with Section 197 of the Companies Act, 2013 to Managing Director and Executive Director included in Employee benefits expense is as under

Note: Salary and Allowances includes basic salary, house rent allowance, Special Allowance, leave travel allowance but excluding leave encashment and gratuity provided on the basis of actuarial valuation

3.Employee Benefits

As per Accounting Standard 15 "Employee Benefits" the disclosure is as under:

A Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognized using the projected unit credit method.

Notes:

(a) Amounts recognized as an expense and included in the Note 19 “Employee benefits expense” are gratuity Rs, 134,976 (Rs, 202,585) and leave benefits Rs, 150,573 (Rs, 173,425).

(b) The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

B Defined contribution plan:

“Contribution to provident fund” is recognized as an expense in Note 19 of the Statement of Profit and Loss.

4. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company has spent Rs, 10,03,180/- (Rs, 11,04,500-)

5. The Company had purchased three flats in Orbit Terraces for which the Company has paid Rs,109,981,368/- as advance shown as Long Term Loans & Advances till 31st March 2016, However, due to delay in the project and absolute uncertainty as to when the possession of these flats can be obtained by the Company, therefore, the Company has considered to make full provision of the above said amount in its Books of accounts on 31st March 2017

6. Prior Year Comparatives

Previous year''s figures have been regrouped / rearranged or recanted wherever necessary to conform to this years classification. Figures in brackets pertain to previous year.

7. Schedule to the Balance Sheet for the year ended 31 March 2018

(as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007

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Mar 31, 2017

Contingent Assets are neither recognized nor disclosed in the financial statements.

b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note: Diminution in value of quoted investments of '' 320,001 (3,573,338) (for TCFC Finance Limited) is not provided for, considering the same to be temporary in nature.

* As per the Scheme of Arrangement with erstwhile 20th Century Finance Corporation Limited, the Company has received 533,334 Equity Shares of '' 10 each fully paid up of TCFC Finance Limited, which are held by a nominee of the Company with beneficial interest vesting with the Company.

1 Taxation

(a) Provision for current tax is made as per the provisions of The Income Tax Act, 1961.

(b) MAT entitlement credit has not been considered in view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, .

(c) In accordance with the requirements of AS - 22 on “Accounting for Taxes on Income” issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

2 Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is '' Nil

('' 61,543,632)

3 Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) as at 31st March, 2017

4 Employee Benefits

As per Accounting Standard 15 "Employee Benefits" the disclosure is as under:

A Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognized using the projected unit credit method.

Notes:

(a) Amounts recognized as an expense and included in the Note 19 “Employee benefits expense” are gratuity '' 202,585 ('' 104,849) and leave benefits '' 173,425 ('' 163,667).

(b) The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

B Defined contribution plan:

“Contribution to provident fund” is recognized as an expense in Note 19 of the Statement of Profit and Loss.

5 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company has spent '' 11,04,500/- towards CSR expenditure spent on activities specified in Schedule VII of the Companies Act, 2013 .

6 The Company had purchased three flats in Orbit Terraces for which the Company has paid ''109,981,368/- as advance shown as Long Term Loans & Advances till 31st March 2016, However, due to delay in the project and absolute uncertainty as to when the possession of these flats can be obtained by the Company, therefore, the Company has considered to make full provision of the above said amount in its Books of accounts

7 Disclosure on Specified Bank Notes (SBNs)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below:

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Mar 31, 2016

1. Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the Company, including its register of shareholders /members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

2. There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during five years preceding 31st March, 2016 19 Taxation

3. Provision for current tax is made as per the provisions of The Income Tax Act, 1961.

4. MAT entitlement credit has not been considered in view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, .

5. In accordance with the requirements of AS - 22 on “Accounting for Taxes on Income” issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

6. Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs.61,543,632 (Rs. 61,543,632)

7. Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) as at 31st March, 2016.

8. Related Party Transactions

List of Related Parties

9. Key Management Personnel:-

Ms. Tania Deol - Managing Director

Mr. Venkatesh Kamath - Chief Financial Officer

Ms Kinjal Sheth - Company Secretary

Associates

Greenstone Investments Private Limited 20th Century Holdings Private Limited

10. Following transactions have taken place during the year:

There are no balances outstanding from related parties as on 31st March, 2016

11. Segment Information

The Company has only one business i.e. Finance and Investments and trading in shares, mutual funds, bonds, securities etc., hence “Segment Reporting” as defined in Accounting Standard 17 is not applicable.

12. Employee Benefits

As per Accounting Standard 15 "Employee Benefits" the disclosure is as under:

13. Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognized using the projected unit credit method.

14. Amounts recognized as an expense and included in the Note 19 “Employee benefits expense” are gratuity '' 104849 ('' 234481) and leave benefits '' 163667 ('' 189101).

15. The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

16. Defined contribution plan:

“Contribution to provident fund” is recognized as an expense in Note 19 of the Statement of Profit and Loss.

17. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company has spent Rs 12,30,657/- towards CSR expenditure out of which Rs 4,40,277/- is pertaining to previous year, spent on activities specified in Schedule VII of the Companies Act, 2013 .

18. The Company has purchased three flats in Orbit Terraces for an amount of Rs 175,100,000 (out of which Rs 109,981,368 has been paid and shown as Long Term Loans & Advances). There is delay in the project and the Company is unaware as to the possession date of these flats.

19. Prior Year Comparatives

Previous year''s figures have been regrouped / rearranged or recanted wherever necessary to conform to this years classification. Figures in brackets pertain to previous year.

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Mar 31, 2015

Corporate Information

TCFC Finance Limited is a Non Banking Finance Company registered with Reserve Bank of India and listed on the Bombay Stock Exchange. It is mainly engaged in the business of finance and investments and trading in equity shares, mutual funds, securities etc.

1. Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Taxation

(a) Provision for current tax is made as per the provisions of The Income Tax Act, 1961.

(b) MAT entitlement credit has not been considered in view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, .

(c) In accordance with the requirements of AS - 22 on "Accounting for Taxes on Income" issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

3. Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs. 61,543,632 (Rs. 62,992,643)

4. Contingent Liabilities

(in Rs.)

As at 31st As at 31st March 2015 March 2014

Disputed Direct Taxes 62,110,415 64,456,984

5. Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) as at 31st March, 2015.

6. Related Party Transactions

List of Related Parties

(a) Key Management Personnel:-

Mrs. Tania Deol - Managing Director Mr. Venkatesh Kamath - Executive Director and Chief Financial Officer Ms Kinjal Sheth - Company Secretary

Associates

Greenstone Investments Private Limited 20th Century Holdings Private Limited

7. Segment Information

The Company has only one business i.e.Finance and Investments and trading in shares, mutual funds, bonds,securities etc., hence "Segment Reporting" as defined in Accounting Standard 17 is not applicable.

8. Employee Benefits

As per Accounting Standard 15 "Employee Benefits" the disclosure is as under:

A Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

8. Defined contribution plan:

"Contribution to provident fund" is recognized as an expense in Note 19 of the Statement of Profit and Loss.

9. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company is required to spend Rs. 440,277 of which Rs. Nil has been spent on activities specified in Schedule VII of the Companies Act, 2013 . The entire amount is pending to be spent.

10. The Company has purchased three flats in Orbit Terraces for an amount of Rs. 175,100,000 (out of which Rs. 109,981,368 has been paid and shown as Long Term Loans & Advances). There is delay in the project and the Company is unaware as to the possession date of these flats. Till Last year i.e. year ended 31st March,2014 , Company has shown the above transaction as part of Capital Work in Progress which is re-grouped from Capital Work in Progress to Long Term Loans & Advances in the current financial year.

11. Prior Year Comparatives

Previous year's figures have been regrouped / rearranged or recasted wherever necessary to conform to this years classification. Figures in bracktes pertain to previous year.

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Mar 31, 2014

1 Corporate Information

TCFC Finance Limited is a Non Banking Finance Company registered with Reserve Bank of India and listed on the Bombay Stock Exchange. It is mainly engaged in the business of finance and investments and trading in equity shares, mutual funds, securities etc.

a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 Taxation

(a) Provision for current tax is made as per the provisions of Income Tax Act, 1961.

(b) MAT entitlement credit has not been considered in view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act.

(c) In accordance with the requirements of AS - 22 on "Accounting for Taxes on Income" issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

3 Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs. 62,992,643 (Nil)

4 Contingent Liabilities

(in Rs.

31 March 2014 31 March 2013 Disputed Direct Taxes 64,456,984 8,763,477

5 Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprise''s Development Act, 2006 (MSMED Act) as at 31 March 2014.

Notes:

(a) Amounts recognized as an expense and included in the Note 19 "Employee benefits expense" are gratuity Rs. 125,501 (Rs. 96,598) and leave benefits Rs. 110,032 (Rs. 13,463).

(b) The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

6 Prior Year Comparatives

Previous year''s figures have been regrouped / rearranged or recasted wherever necessary to conform to this years classification. Figures in bracktes pertain to previous year.

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Mar 31, 2013

1 Corporate Information

TCFC Finance Limited is a Non Banking Finance Company registered with Reserve Bank of India and listed on the Bombay Stock Exchange. It is mainly engaged in the business of finance and investments and trading in equity shares, mutual funds, securities.

2 Taxation

(a) In the absence of taxable income during the year, as per the provisions of Income Tax Act, provision for current tax is not required.

(b) In view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, credit for MAT entitlement has not been considered.

(c) In accordance with the requirements of AS - 22 on "Accounting for Taxes on Income" issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

(In Rs.)

3 Contingent Liabilities 2013 2012

Disputed Direct Taxes - 8,763,477

4 Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) as at 31 March 2013.

5 Segment Information

The Company has only one business i.e.Finance and Investments and trading in shares, mutual funds, bonds.securities etc., hence "Segment Reporting" as defined in Accounting Standard 17 is not applicable.

6 Managerial Remuneration

Remuneration paid or provided in accordance with Section 198 of the Companies Act, 1956 to Managing Director, included in Employee benefits expense is as under

7 Employee Benefits

As per Accounting Standard 15 "Employee Benefits" the disclosure is as under:

A Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

B Defined contribution plan:

"Contribution to provident fund" is recognized as an expense in Note 19 of the Statement of Profit and Loss.

8. Prior Year Comparatives

Previous year''s figures have been regrouped / rearranged or recasted wherever necessary to conform to this years classification. Figures in bracktes pertain to previous year.

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Mar 31, 2012

1 Corporate Information .

TCFC Finance Limited is a Non Banking Finance Company listed on the Bombay Stock Exchange. It is engaged in the business of investments and trading in equity shares, mutual funds, securities etc.

Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 Taxation

a) Provision for Current Tax has been computed on book profits as per the provisions of Section 115JB of the Income Tax Act, 1961.

(b) In view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, credit for MAT entitlement has not been considered.

(c) In accordance with the requirements of AS - 22 on "Accounting for Taxes on Income" issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

3 Contingent Liabilities

(In Rs)

2012 2011

Disputed Direct Taxes - 1,581,225

4 Micro Small and Medium Enterprises

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006

(MSMED Act) as at 31 March 2012.

5 Related Party Transactions

(a) Director/Key Management Personnel:- Ms. Tania Deol

(b) Other Related party with whom transactions have taken place during the year:- Greenstone Investments Private Limited

* There are no balances outstanding from other related parties as at 31 March, 2012

* Details of remuneration to Key Management personnel is disclosed at Note 28

6 Segment Information

The Company has only one business i.e. Investments and trading, hence "Segment Reporting" as defined in Accounting Standard 17 is not applicable.

Note: Salary and Allowances includes basic salary, house rent allowance, leave travel allowance but excluding leave encashment and gratuity provided on the basis of actuarial valuation

Notes:

(a) Amounts recognized as an expense and included in the Note 19 "Employee benefits expense" are gratuity Rs 54,581 (104,188) and leave benefits Rs 101,352 (162,417).

(b) The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

7. Prior Year Comparatives

Schedule VI to the Companies Act, 1956 is revised effective from 1 April 2011, which has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosures.

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Mar 31, 2011

1. Previous Year Comparatives

Previous year's figures have been regrouped, rearranged, or recasted wherever considered necessary to confirm to current period's presentation. Figures in brackets pertain to previous year.

2. Taxation

a) Provision for Current Tax has been computed on the basis of book profits in accordance with the provisions of Section 115JB of the Income Tax Act, 1961.

b) In view of uncertainty regarding sufficient future taxable income as per the normal provisions of the Act, credit for MAT entitlement has not been considered.

c) In accordance with AS - 22 on "Accounting for Taxes on Income" issued by the ICAI, deferred tax assets and liability should be recognized for all timing differences, in accordance with the said standard. However, considering the requirement of the accounting standard regarding virtual certainty, the same is not provided for. This will be reassessed at a subsequent Balance Sheet date and will be accounted for in the year of certainty, in accordance with the aforesaid accounting standard.

3. Contingent Liabilities not provided for

(Rupees)

Particulars 2011 2010

Disputed Direct Taxes 1,581,225 1,581,225

4. Provision not made for diminution in value of investments of Rs 6,293,341/- (2,053,876) considering the diminution to be temporary in nature.

5. As per the information available with the company, there are no amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act) as at 31st March, 2011.

6. Managerial Remuneration

a) No Commission is paid/payable to any Director and hence the computation of profits under Section 198 / 349 of the Companies Act, 1956 is not required.

Note:

Salary and Allowances includes basic salary, house rent allowance, leave travel allowance and performance bonus but excludes leave encashment and gratuity considered on the basis of acturial valuation.

7.Employee Benefits

(B) Defined Contribution plan:

"Contribution to provident and other funds" is recognized as an expense in Schedule I of the Profit and Loss Account

8. Segment Information

The Company has only one business i.e. Investments and trading, hence "Segment Reporting" as defined in Accounting Standard 17 is not applicable.

9. Additional information pursuant to Part II of Schedule VI of the Companies Act, 1956:

a) The Company is in the business of Trading and as such not subject to license. Hence, licensed and installed capacity is not given.

b) Expenditure in foreign currency Rs. Nil (Nil)

c) Quantitative Details (Qty in Nos, Amount in Rupees)

10. Related Party Disclosures:

(a) Associate - TCFC Securities Private Limited (ceased w.e.f 29th September, 2010)

(b) Key Management Personnel- Davendra Ahuja (ceased w.e.f. 20th August, 2010)

(c) Significant Influence- Greenstone Investments Private Limited