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Directors Report of TCI Developers Ltd.

Mar 31, 2013

To, The Members of TCI Developers Limited

The Directors have pleasure in presenting the 5th annual report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2013.

Financial High|ights (Amount in Rs.)

Particulars Consolidated Standalone

2012-13 2011-12 2012-13 2011-12

Income 26,562,047 22,760,745 19,868,560 17,118,621

Profit before Interest, Depreciation, Taxation & Exceptional Item 17,876,377 16,953,815 12,145,407 11,987,291

Less: Interest Cost 47,287 55,970 42,212 55,450

Depreciation (Net) 2,297,409 2,573,167 646,068 738,348

Profit before Tax & Exceptional Item 15,531,681 14,324,678 11,457,127 11,193,493

Less: Exceptional Item - 1,131,364 - 1,131,364

Profit before Tax 15,531,681 13,193,314 11,457,127 10,062,129

Less: Provision for Tax

Current 3,808,059 3,835,508 300,000 950,000

Taxes for Earlier Years 1,668 (320,341) 1,668 (155,139)

MAT Credit (10,100) - - -

Deferred 189,100 (304,700) 189,100 (304,700)

Profit after Tax 11,542,954 9,982,847 10,966,359 9,571,968

Minority Interest (246,010) (171,456) - -

Add: Balance brought forward 13,621,390 5,981,778 13,241,195 5,841,006

Profit available for appropriation 24,918,334 15,793,169 24,207,554 15,412,974

Less: Appropriations Proposed dividend

- On preference shares (1,917,986) - (1,917,986) -

- On equity shares (1,868,367) (1,868,638) (1,868,367) (1,868,638)

Dividend Tax (643,462) (303,141) (643,462) (303,141)

Balance carried forward 20,488,519 13,621,390 19,777,739 13,241,195

Review of Operations

During the year under review, on standalone basis, your Company earned total revenue of Rs. 19,868,560/- as compared to Rs.17,118,621/-in the previous year. Profit after tax is Rs. 10,966,359/- as against Rs. 9,571,968/- in the previous year. Earnings per Share (EPS) of the Company stood at Rs. 2.34 as against Rs. 2.57 in the previous year.

During the year under review, on consolidated basis, your Company''s total revenue is Rs. 26, 562,407/- as compared to Rs. 22,760,745/-in the previous year. Profit after tax is Rs. 11,542,954/- as against Rs. 9,982,847/- in the previous year. Earnings per Share (EPS) of the Company stood at Rs. 2.43 in 2012-2013 as against Rs. 2.63 in the previous year.

Dividend

The redeemable preference shares allotted on May 05, 2012 are entitled to a fixed dividend rate of 5%. Accordingly, the Board of Directors have recommended dividend on 42,30,000 Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each, on pro-rata basis, subject to the approval of the members at the ensuing Annual General Meeting.

The Board of Directors are also pleased to recommend for the approval of the members a dividend of Rs. 0.50 per equity Share (Previous year same) on the 37,29, 431 equity shares of Rs. 10 each.

With this, the total dividend on both preference and equity shares would result in aggregate payout of Rs. 3,782,702/-(excluding dividend distribution tax of Rs. 642,870/-) for the financial year 2012-13.

Changes in Capital Structure

During the year under review, the following changes were effected in the share capital of the Company:

1. Change in Authorized Share Capital- The Authorized Share Capital of the Company comprise of 50 lacs equity shares of Rs.10 each, stand increased to 70 Lacs equity shares of Rs. 10 each and 80 Lacs Preference shares of Rs. 10 each.

2. Issuance of preference shares- During the year, 42,30,000, 5% Non- Cumulative Non-Convertible Redeemable Preference Shares of the face value of Rs. 10 each aggregating to Rs. 423 lacs were issued at par and allotted on preferential allotment basis to the promoters/promoters'' group.

Directors

Mr. Naresh Kumar Baranwal was inducted on the Board as an Additional Director w.e.f 1st August, 2012 and was also appointed as Whole Time Director of the Company for a term of four years.

Pursuant to the provisions of the Section 260 of the Companies Act,1956, Mr. Naresh Kumar Baranwal being the additional director will hold office as such only upto the date of ensuing Annual General Meeting. Mr. Naresh Kumar Baranwal is eligible for re-appointment as Director of the Company. The Company has received a Notice along with a requisite fee from a member under section 257 of the Companies Act, 1956 proposing the candidature of Mr. Baranwal as Director of the Company.

The appointment of Mr. Baranwal as Whole Time Director is subject to the confirmation by the shareholders in the ensuing Annual General Meeting. A resolution regarding this has been included in the Notice of AGM for the due consideration of shareholders.

Pursuant to Section 256 of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Amitava Ghosh and Mr. Ashok B. Lall Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under clause 49 of the Listing Agreement, has been annexed to the Notice of the 5th Annual General Meeting of the Company.

Partnership Firms

As on March 31, 2013, there are five wholly owned partnership firms of the Company as mentioned hereunder:

1. TCI Properties (Guj) 2. TCI Properties (South)

3. TCI Warehousing (MH) 4. TCI Properties (Delhi)

5. TCI Properties (NCR)

Subsidiary Companies

During the year under review, TCI Distribution Centers Limited became a subsidiary of the Company w.e.f 13th April, 2012.

As on March 31, 2013, the Company has three subsidiaries namely;

1. TCI Infrastructure Limited

2. TCI Properties(West) Limited

3. TCI Distribution Centers Limited

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

Further, Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet, statement of profit & loss and other documents as set out in section 212(1) of the Companies Act, 1956 in respect of its subsidiary companies for the year ended March 31, 2013.

Annual accounts of these subsidiaries companies, along with related information are available for inspection at the Company''s Corporate Office and the Corporate Office of the respective subsidiaries Companies. Copies of the annual accounts of the subsidiary companies will also be made available to the Company''s investors and subsidiary companies'' investors upon request.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2013 and of the profit of the Company for the financial year ended March 31, 2013;

3. that proper and sufficient care has been taken 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; and

4. that the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Fixed Deposits

During the year under review, the Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Foreign Exchange Earning & Outgo

There are no foreign exchange earnings and/ or outgo during the financial year ended March 31, 2013.

Listing

The Equity shares of your Company are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).However the Preference shares of the Company are not listed on any of Stock Exchange.

Particulars of Employees

No employee of the Company was in receipt of the remuneration which exceed the limits as prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, as amended from time to time.

Conservation of Energy,Technology Absorption

Since your Company does not own any manufacturing facility & is engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

Auditors

M/s. M Gandhi & Co., Chartered Accountants, Bangalore the Statutory auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letter from M/s. M Gandhi & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Auditors'' Report

With regard to the emphasis of matter given in the Auditors'' Report, explanations are given below:

During the financial year 2012-13, the Board had appointed Mr. Naresh Kumar Baranwal as whole Time Director w.e.f. 01.08.2012 on the remuneration as approved by the Board, on the recommendation of remuneration Committee subject to the approval of shareholders in the ensuing annual general meeting of the Company. Since, remuneration paid has exceeded the amount permissible under the provisions of sections 198, 309 and Section I Part I schedule XIII of the Companies Act, 1956 on account of inadequate net profit, as computed under section 349 & 350 of the Companies Act, 1956, hence the Company has filed an application seeking permission/approval of Central Government for the remuneration of Mr. Naresh Kumar Baranwal and the same is under process.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement with stock exchanges, forms part of this Report. The requisite certificate from the Statutory Auditors of the Company, M/s. M. Gandhi & Co, Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Acknowledgment

Your Directors take this opportunity to express their gratitude for the valuable assistance and co-operation extended by the bankers, vendors, customers, advisors and the general public and also for the valued efforts and dedication shown by the Company employees at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

For & on behalf of the Board of Directors

Place: Gurgaon D P Agarwal

Date: May 15, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Fourth Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2012 is summarised below:

(Amount in Rs)

Particulars Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Income 22,760,745 18,785,387 17,118,621 13,839,098

Profit before Interest, Depreciation,

Taxation & Exceptional Item 16,953,815 15156521 11,987,291 10,480,975

Less: Interest (Net) 55,970 12,448 55,450 -

Depreciation (Net) 2,573,167 2,741,522 738,348 702,834

Profit before Tax & Exceptional Item 14,324,678 12,402,551 11,193,493 9,778,141

Less: Exceptional Item 1,131,364 300,144 1,131,364 300,144

Profit before Tax 13,193,314 12,102,407 10,062,129 9,477,997

Less: Provision for Tax

- Current 3,835,508 3,440,931 950,000 1,065,000

- Taxes for Earlier Years (320,341) - (155,139) -

- Deferred (304,700) (79,600) (304,700) (79,600)

Profit after Tax 9,982,847 8,741,076 9,571,968 8,492,597

Minority Interest (171,456) (107,707) - -

Add: Balance brought forward 5,981,778 (484,371) 5,841,006 (484,371)

Profit available for appropriation 15,793,169 8,148,998 15,412,974 8,008,226 Appropriations:

-Proposed dividend 1,868,638 1,864,716 1,868,638 1,864,716

-Dividend Tax 303,141 302,504 303,141 302,504

Balance carried forward 13,621,390 5,981,778 13,241,195 5,841,006

BUSINESS PERFORMANCE

During the year ended March 31, 2012, the Company has recorded the total income on standalone basis at Rs17,118,621/- as compared to Rs 13,839,098/- for the financial year ended as on March 31, 2011. Whereas on consolidated basis, the Company has recorded the total income at Rs 22,760,745/- for the financial year ended as on March 31, 2012 as compared to Rs 18,785,387/- for the financial year ended as on March 31, 2011.

The standalone and consolidated audited financial statements have been prepared in compliance with the Accounting Standards issued by Institute of Chartered Accountants of India (ICAI) and Listing Agreement entered between the Company and the Stock Exchanges and includes financial information of its subsidiaries and partnership firms.

DIVIDEND

Your Directors have recommended a dividend of Rs 0.50 per Equity Share (Previous Year same) for the financial year ended March 31, 2012.The dividend will be paid to the members whose names appear in the Register of Members as on July 20,2012; In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with shareholders' aspirations and the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal accruals.

DIRECTORS

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Pursuant to Articles of Association of the Company read with Section 255 and 256 of the Companies Act, 1956, Mr. O. Swaminatha Reddy, Mr. D.P Agarwal and Mr. Vineet Agarwal, Directors of the Company retire by rotation and being eligible offer themselves for re- appointment at forthcoming Annual General Meeting of the Company.

The Board recommends the appointment of above said persons as Directors of the Company.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

Subsequent to March 31, 2012, Your Company's share capital has increased in the following manner:

1. Company has increased its Authorized Share Capital from Rs 50,000,000 to Rs 150,000,000 divided into 7,000,000 equity shares of Rs 10/- each per equity share and 8,000,000 Preference Shares of Rs 10/- each vide Extra-ordinary General Meeting held on April 30, 2012.

2. Further the Board of Directors has allotted 4,230,000, 5% Non- Convertible Redeemable Non-Cumulative Preference Shares of Rs 10/- each at par to the Promoters /Promoter Group at the meeting held on 5th May 2012. However such preference shares are not listed on any Stock Exchange.

The Equity Shares of your Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

PARTNERSHIP FIRMS

As on March 31, 2012, there are five wholly owned partnership firms of the Company as mentioned hereunder:

1. TCI Properties (Guj) 2. TCI Properties (South)

3. TCI Warehousing (MH) 4. TCI Properties (Delhi)

5. TCI Properties (NCR)

SUBSIDIARY COMPANIES

As on March 31, 2012, there are two subsidiaries of the Company i.e. TCI Infrastructure Limited and TCI Properties (West) Limited.

TCI Distribution Centers Limited has become the subsidiary of the Company pursuant to the Company acquiring more than 50% stake therein with effect from April 13, 2012.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Financial Statements of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

AUDITORS

M/s M Gandhi & Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company who retire at conclusion the forthcoming Annual General Meeting and are eligible to be re-appointed.

Pursuant to Section 224 and 226 of the Companies Act, 1956, the Company has received written certificate from M/s M Gandhi & Co., Chartered Accountants, to the effect that their re-appointment, if made, shall be in accordance with the limits as prescribed u/s 224(1B) of the Companies Act 1956 and further, they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of the remuneration which exceed the limits as prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION

Since the Company's Business consist of real estate developments, the Company does not employ heavy equipment and machinery. Hence consumption of electricity is negligible. The Company does not consume fuel oil. Hence details of conservation of energy and use of alternative sources of energy cannot be stated. The Company has not acquired any technology. Hence the question of technology absorption does not arise.

The Company being engaged in Real Estate business, no disclosure related to conservation of energy and technological absorption is required to be reported.

FOREIGN EXCHANGE EARNING & OUTGO

There are no foreign exchange earnings and/ or outgo during the financial year ended March 31, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the profit of the company for the year ended on that date;

iii. the Directors 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 preventing and detecting fraud and other irregularities; and

iv. Directors have prepared the annual accounts of the Company on a 'going concern' basis.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from public, shareholders or employees during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is attached and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has an appropriate internal control system for the business processes, with regard to the efficiency of operations, financial reporting, compliance with applicable laws and regulations. Clearly defined roles and responsibilities for all the managerial persons have been established. The Company practices quality management System for design, planning and construction that complies with the International quality standards. All operating parameters are periodically monitored and well controlled.

The performance of the Company is regularly reviewed by the Audit Committee and/or the Board of Directors to ensure that it is in consonance with the overall corporate policy and in line with pre-set objectives.

ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, associates and auditors of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For & on behalf of the Board of Directors

Place: Gurgaon D P Agarwal

Date: May 05, 2012 Chairman

 
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