Mar 31, 2018
Dear Members,
The Directors take immense pleasure in presenting 10th Annual Report on the business and operations of TCI Developers Limited (âthe Company) along with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March, 2018. Financial Highlights:
Particulars |
Consolidated |
Standalone |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Income |
122,311,139 |
123,146,661 |
51,460,618 |
55,086,249 |
Less: Provision for Tax- Current |
- |
- |
- |
- |
- Deferred |
(5,917,700) |
3,663,300 |
(6,293,500) |
(1,226,000) |
Profit after Tax (PAT) |
29,586,317 |
35,028,478 |
6,079,300 |
19,035,832 |
Share of Profit/(loss) transferred to Non- Controlling Interest |
78,379 |
220,708 |
- |
- |
Dividend and General Reserve
Keeping in view the absence of adequate profit, your Directors have not recommended any payment of dividend on Shares of the Company for the financial year 2017-18.
There has been no transfer to general reserve during the year.
Share Capital
During the year under review, there was no change in the authorised, subscribed and paid-up share capital of the Company.
Fixed Deposits
During the year under review, your Company had neither accepted nor, there was any outstanding deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 (hereinafter referred as the âActâ) and rules made thereunder.
Corporate Social Responsibilities
For the financial year 2017-18, the Company does not fall under the ambit of Section 135 of the Act and rules made thereunder. Accordingly the provisions related to Corporate Social responsibility are not applicable on the Company.
Investor Education and Protection Fund (IEPF)
The details related to IEPF are given in the Corporate Governance report (hereinafter referred as âCGRâ) forming part of the Annual Report.
Subsidiaries, Joint Ventures and Associate Companies
As on 31st March, 2018, your Company has following Subsidiaries viz.
1) TCI Infrastructure Limited;
2) TCI Properties (West) Limited;
3) TCI Distribution Centers Limited; &
4) TDL Warehousing Parks Limited.
In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
The Company is not having any Joint Venture or Associate Companies(ies) as on 31st March, 2018. Directors and Key Managerial Personnel (KMP)
The term of Mr. N K Baranwal, as whole Time Director and Chief Executive Officer was upto 31st March, 2018. The Board recommends his reappointment for a further period of two years. Mr. Vineet Agarwal, Director, is liable to retire by rotation at the ensuing AGM, the brief profile of Mr. Agarwal and other related information has been detailed in the Notice convening the 10th Annual General Meeting of the Company. The Directors recommend his re-appointment as NonExecutive Director of the Company.
During the year under review, Mr. Rupesh Kumar had resigned from the post of Company Secretary w.e.f. 31st May, 2017 and in view of his resignation, the Board had appointed Mr. Nand Lal Thakur as Asst. Company Secretary w.e.f. 2nd November, 2017 in accordance with the applicable provisions of Act and Rules made thereunder read with Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 (hereinafter referred as âListing Regulations, 2015â).
Declaration by Independent Directors
All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015.
Meeting of Independent Directors
A separate meeting of Independent Directors was held for the year ended 31st March, 2018. Other relevant information regarding the meeting are provided in the CGR forming part of the Annual Report.
Performance Evaluation of the Board as a Whole/Committees/Individual Directors
The Nomination and Remuneration Committee of the Board has laid down the manner for carrying out an annual evaluation of the performance of Board, various Committees and individual Directors pursuant to the provisions of the Act and relevant Rules made thereunder. The Corporate Governance requirements are in compliance with Regulation 17 of Listing Regulations, 2015.
The performance of the Board as a whole was evaluated by the Board of Directors after seeking inputs from all the Directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, committees participation, governance reviews etc.
The performance of the various Committees was also evaluated by the Board after seeking inputs from the Committee members on the basis of aforesaid criteria. Further, the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as transparency, analytical capabilities, performance, leadership, ethics and ability to take balanced decisions regarding various stakeholders etc.
Board and Committees Meetings
The details of the Board Meetings and Committees Meetings held during the financial year 201718 are given in the CGR forming part of the Annual Report.
Director Responsibility Statement
In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state the following, to the best of their knowledge and belief and according to the information and representations obtained by the management;
- That in the preparation of the annual financial statements for the year ended 31st March, 2018, all the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;
- That 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 at the end of the financial year and of the profit and loss of the Company for that period;
- That the Directors 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;
- That the Directors have prepared the annual accounts on a going concern basis;
- That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Audit Committee
In terms of requirements of Section 177(8) of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee are given in CGR forming part of the Annual Report.
Particulars of Contract or Arrangements with Related Parties
There were no materially significant transactions with the related parties during the year, which were in conflict with the interests of the Company and that require an approval of the Company in terms of the Listing Regulations. Accordingly, the disclosure required u/s 134(3) (h) of the Act in Form AOC-2 is not applicable to your Company.
The policy on Related Party Transactions may be accessed on the Companyâs website at the following link: http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20 Policy.pdf.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a Whistle Blower mechanism for providing safeguard against victimization of Directors and employees and to report such instances of any unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.
Internal Financial Control and their adequacy
The Company has in place adequate internal financial controls which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness.
Risk Management Policy
Your Company has a well-defined risk management policy which establishes a structured and disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.
With the recommendations of the Board, the policy undergoes continuous improvements to allow the Company to optimize risk exposures.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming integral part of this Annual Report.
Corporate Governance Report:
In compliance with the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Statutory Auditor on its compliance is presented in a separate section forming integral part of this Annual Report.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return as on 31st March, 2018 is attached as Annexure-I.
Statutory Auditors
During the financial year 2017-18, the Companyâs appointed M/s. Luharuka & Associates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory Auditors of the Company to hold office from the conclusion of 9th Annual General Meeting till the conclusion of 14th Annual General Meeting.
The Auditorsâ Report does not contain any disqualification and is self-explanatory. Further, no instance of fraud has been reported by the Statutory Auditor under section 143(12) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s Sanjay Grover & Co., Company Secretary, as Secretarial Auditor of the Company for the financial year 2017-18. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure-II to this report.
During the Financial Year 2017-18, there were no such observations / qualifications / remarks by the Secretarial Auditor in their Report, which call for any further comments.
Nomination & Remuneration Policy
Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management of your Company as required under Listing Regulations and Section 178 of the Companies Act, 2013 and rules made thereunder. Further details on the Remuneration Policy are available in the CGR forming part of the Annual Report. The disclosures pertaining to remuneration as required under the Companies Act, 2013 is attached as Annexure-III to this report.
Particulars of Loans, Guarantees and Investments
The information pertaining to the loans/guarantees given, investments made and securities provided under section 186 of the Companies Act, 2013 alongwith their purpose and utilization by the recipient are provided in the notes to standalone financial statement.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
A. Conservation of Energy:
Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost.
B. Technology Absorption
We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.
C. Foreign Exchange Earning and Outgo During the year under review, there were no inflow or outgo of Foreign Exchange.
Human Resources
Your Company has a strongly committed and dedicated workforce, which is a key to its sustained success. The Company believes in the strength of its most important asset i.e. Human Resources and realises that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.
Policy on sexual Harassment at Workplace
The Company has a zero tolerance policy towards sexual harassment at workplace. The Company has formulated the policy for prevention, prohibition and redressal of sexual harassment at workplace accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.
No complaints has been received during the financial year 2017-18.
Other Disclosures
During the year under review, no information or disclosures were required to be made in respect of the following:
- Regarding Change in the nature of Business;
- Regarding material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and
- Any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
Compliance with Secretarial Standards
The Company has duly complied with secretarial standards issued by the Institute of Company Secretaries of India from time to time pursuant to the provisions of the Companies Act 2013.
Acknowledgement
The Board of Directors of your company wish to express their deep gratitude towards the valuable co-operation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as shareholders, customers and suppliers, vendors etc.
Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.
For and on behalf of Board of Directors
Date: 16th May, 2018 D P Agarwal
Place: Gurugram Chairman
Mar 31, 2017
The Directors have pleasure in presenting the 9th Annual Report on the business and operations together with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March , 2017.
Financial Results (Amount in Rs.)
Particulars |
Consolidated |
Standalone |
||
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Income |
123,146,661 |
93,609,864 |
55,086,249 |
32,004,069 |
Profit before Interest, Depreciation, Taxation & Exceptional Items |
88,757,354 |
68,601,477 |
27,149,824 |
9,043,517 |
Less: Interest (Net) |
26,844,579 |
21,978,110 |
4,344,956 |
58,215 |
Depreciation (Net) |
15,713,494 |
14,472,576 |
2,440,707 |
1,114,762 |
Profit before Tax (PBT) |
46,199,281 |
32,150,791 |
20,364,161 |
7,870,540 |
Less: Provision for Tax-Current |
10,210,000 |
8,635,000 |
710,000 |
- |
Deferred |
3,663,300 |
4,014,400 |
(1,226,000) |
(2,774,100) |
Taxes for Earlier Years |
(490,826) |
(1,649,371) |
(24,681) |
|
MAT Credit |
(4,766,000) |
(3,606,000) |
(710,000) |
- |
Profit after Tax (PAT) |
37,582,807 |
24,756,762 |
21,590,161 |
10,669,321 |
REVIEW OF OPERATIONS
During the financial year ended 31st March, 2017, on Standalone basis, your Company earned income of Rs.55,086,249/- from operations as against Rs. 32,004,069/- in the previous year. The Profit after Tax was Rs.21,590,161/- as against Rs.10,669,321/- in the previous year.
On the Consolidated basis, Your Company earned Income of Rs.123,146,661/- from operations as against Rs.93,609,864/- in the previous year. The profit before Tax was Rs.46,199,281 /- as against Rs.32,150,791/- in the previous year. The Profit after Tax stood at Rs.37,582,807/- as against Rs.24,756,762/- in the previous year.
DIVIDEND
For the financial year ended 31st March, 2017, the Board of Directors of your Company have recommended a Fixed Dividend @ 5% on 4,230,000 Non-Cumulative Non Convertible Redeemable Preference Shares of Rs.10/- each, subject to the approval of shareholders at the ensuing Annual General Meeting. The Board of Directors have not recommended any Dividend on Equity Shares of the Company for the financial year ended 31st March, 2017.
SHARE CAPITAL
During the year under review, there were no changes in the Share Capital of the Company.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March, 2017, your Company has following subsidiaries viz.
I. TCI Infrastructure Limited;
II. TCI Properties (West) Limited;
III. TCI Distribution Centers Limited; &
IV. TDL Warehousing Parks Limited.
In accordance with provisions of the Companies Act, 2013 the performance and financial position of the each of the subsidiaries is set out in the prescribed Form AOC-1, forming part of Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
Pursuant to the Companies Act, 2013 and rules made there under, Mr. Chander Agarwal, Director, retires by rotation at the ensuing AGM, and being eligible, offers himself for reappointment.
As per the requirement of Regulation 36 of SEBI Listing regulations, a brief resume of the Director proposed to be reappointed in the ensuing AGM, is incorporated in the explanatory statement to the notice of AGM.
During the period under review, the Board appointed Mr. Rupesh Kumar as the a Company Secretary & Compliance Officer of the Company w.e.f. 1st June, 2016.
Declaration by Independent Directors
All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. The details of meeting of Independent Directors held during the year are provided in the Corporate Governance Report.
Meeting of Independent Directors
A separate meeting of Independent Directors was held during the year ended 31st March, 2017. Other relevant information regarding the meeting are provided in the Corporate Governance Report.
Board Evaluation
In compliance with provisions of the Act and the corporate governance requirements as prescribed under SEBI Listing Regulations, the Board has carried out annual performance evaluation of Individual Directors, Board as a whole and Board level Committees during the year. The evaluation policy has well - defined standards for evaluation, including performance against objectives set by the Board, contribution towards the development of strategies, inter-se communication among the Board Members, attendance & participation in the Board & Committee Meetings etc.
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the Financial Year 2016-17. For more details, kindly refer the Corporate Governance Report annexed to this Report.
DIRECTOR RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:
- That in the preparation of the annual financial statements for the year ended 31st March, 2017, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
- That 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 at the end of the financial year and of the profit and loss of the Company for that period;
- That the directors 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;
- That the directors have prepared the annual accounts on a going concern basis;
- That the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDIT COMMITTEE
In terms of requirements of Section 177(8) of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee are given in the Corporate Governance Report annexed to this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a Whistle Blower Mechanism for providing safeguard against victimization of employees and to report instances of any unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place adequate internal financial controls which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness. Internal Financial Controls have also been discussed in the Directors Responsibility Statement and CEO/CFO Certification forming part of this report.
RISK MANAGEMENT POLICY
Your Company has a well-defined risk management policy which establishes a structured and disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised. With the recommendations of the Board, the policy undergoes continuous improvements to allow the Company to optimize risk exposures.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company. Yet wherever possible, and feasible, continuous efforts are being put for conservation of energy and minimizing power cost.
B. Technology Absorption
We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people, from time to time, to make them well acquainted with the latest technology.
C. Foreign Exchange Earning and Outgo
During the year under review, there was no inflow or outgo of Foreign Exchange.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on 31st March, 2017 is attached as Annexure I.
AUDITORS
Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a statutory auditor being a proprietor firm, shall retire after functioning as an Auditor of the Company for a period of 05 years.
For Companies existing as on 1st April, 2014, a transition period of 03 years has been permitted under the Act.
In line with the provisions of the Act, the Company''s Auditors viz. M/s. M Gandhi & Co. (Firm Regn. No.000851S), Chartered Accountants, Bangalore, are retiring at the ensuing Annual General Meeting. The Board places on record, its appreciation for the services rendered by M/s. M Gandhi & Co. as Statutory Auditors.
The Audit Committee has recommended the appointment of M/s. Luharuka & Associates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory Auditors of the Company in place of the incumbent, to hold office from the conclusion of 9th Annual General Meeting till the conclusion of 14th Annual General Meeting to be held in Calendar Year 2022.
M/s. Luharuka & Associates, Chartered Accountants, have confirmed their willingness and eligibility to the effect that their appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for the appointment.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s S Grover & Co., Company Secretaries, as Secretarial Auditors of the Company for the financial year 2016-17. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure II to this report.
During the Financial Year 2016-17, there were no such observations/qualifications/ remarks either by the Statutory Auditors or the Secretarial Auditor in their Report, which call for any further comments.
Further, no instance of fraud has been reported by the Statutory Auditor under section 143(12) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The information pertaining to the loans/guarantees given, investments made and securities provided under section 186 of the Companies Act, 2013 are provided in the notes to standalone financial statement.
REMUNERATION POLICY AND DISCLOSURES
Your Company has a well-structured Remuneration Policy in relation to the remuneration of its of Directors, KMPs and Senior Management of your Company. Further, details on the Remuneration Policy are available in the Corporate Governance Report.
The disclosures pertaining to Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013, are attached as Annexure III to this report.
PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All contacts/arrangements/transactions entered by the Company with its Related Parties are pre-approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of repetitive nature.
There were materially significant related party transactions made by the Company with Transport Corporation of India Limited, which were duly approved by the Shareholders in the Annual General Meeting held on 2nd August, 2016. The disclosures in form AOC-2 in terms of section 134 of the Companies Act, 2013 is provided and forming part of this report as Annexure IV.
The policy on Related Party Transactions may be accessed on the Company''s website at the following link:
http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20Policy
.pdf.
CORPORATE GOVERNANCE REPORT
The constructive corporate governance function is a device that preserves a board''s ability to pursue long-term strategies that maximizes stakeholders'' value on a sustainable basis. The Company strives to adopt and implement best Corporate Governance practices. The report on Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Annual Report contains a detailed report on Management Discussion and Analysis as stipulated in Schedule V of SEBI Listing Regulations, 2015.
HUMAN RESOURCES
Your Company has a strongly committed and dedicated workforce, which is a key to its sustained success. The Company believes in the strength of its most important asset i.e. Human Resources and realizes that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.
OTHER DISCLOSURES
During the year under review, no information or disclosures were required to be made in respect of the following:
- Change in the nature of Business.
- Details on acceptance of deposits covered under Chapter V of the Companies Act, 2013.
- Any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
ACKNOWLEDGEMENT
The Board of Directors of your Company wish to express their deep gratitude towards the valuable co-operation and support received from the various Ministries and Departments of Government of India, various State Governments, Banks/Financial Institutions and other stakeholders such as shareholders, customers and vendors etc.
Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.
For and on behalf of Board of Directors
Date: 16th May, 2017 D P Agarwal
Place: Gurugram Chairman
Mar 31, 2016
Dear Members
The Directors have pleasure in presenting the 8th Annual Report on the business and operations together with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March , 2016.
Financial Results
The Standalone and Consolidated Financial Results of your Company for the financial year ended as on 31st March , 2016 are summarized below: (Amount in '')
Particulars |
Consolidated |
Standalone |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Income |
93,609,864 |
101,488,046 |
32,004,069 |
41,781,150 |
Profit before Interest, Depreciation, Taxation & Exceptional Item |
68,601,477 |
81,296,946 |
9,043,517 |
24,483,798 |
Less: Interest (Net) |
21,978,110 |
27,103,454 |
58,215 |
126,474 |
Depreciation (Net) |
14,472,576 |
14,600,699 |
1,114,762 |
1,199,007 |
Profit before Tax (PBT) |
32,150,791 |
39,592,793 |
7,870,540 |
23,158,317 |
Less: Provision for Tax-Current |
8,635,000 |
9,213,000 |
- |
- |
Deferred |
4,014,400 |
(1,290,300) |
(2,774,100) |
(1,290,300) |
Taxes for Earlier Years |
(1,649,371) |
(115,124) |
(24,681) |
(114,073) |
MAT Credit |
(3,606,000) |
(69,000) |
- |
- |
Profit after Tax (PAT) |
24,756,762 |
31,854,217 |
10,669,321 |
24,562,690 |
Minority Interest |
(137,972) |
(480,356) |
- |
- |
Profit for the year |
24,618,790 |
31,373,861 |
10,669,321 |
24,562,690 |
Add: Balance brought forwards |
54,925,443 |
26,121,049 |
47,073,545 |
25,080,322 |
Profit available for appropriation |
79,544,233 |
57,494,910 |
57,742,866 |
49,643,012 |
Appropriation: |
||||
Adjustment against Accumulated Depreciation |
- |
(31,591) |
- |
(31,591) |
Proposed Dividend: |
||||
- Preference |
(2,115,000) |
(2,115,000) |
(2,115,000) |
(2,115,000) |
- Equity |
- |
- |
- |
- |
Dividend Tax |
(430,572) |
(422,876) |
(430,572) |
(422,876) |
General Reserve /Capital Reserves |
484,841,685 |
484,841,685 |
484,841,685 |
484,841,685 |
Balance carried forward |
561,840,346 |
539,767,128 |
540,038,979 |
531,915,230 |
Review of Operations
During the year under review, on Standalone basis, your Company has earned total Income of Rs. 32,004,069 as compared to Rs. 41,781,150 in the previous year and profit after tax is Rs. 10,669,321 as compared to Rs. 24,562,690 in the previous year.
During the year under review, on Consolidated basis, your Company has earned total Income of Rs. 93,609,864 as compared to Rs. 101,488,046 in the previous year and profit after tax is Rs. 24,756,762 as compared to Rs. 31,854,217 in the previous year.
Dividend
For the financial year ended 31st March, 2016, the Board of Directors of your Company have recommended a Fixed Dividend @ 5% on 4,230,000 Non-Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each subject to the approval of shareholders at the ensuing Annual General Meeting. The Board of Directors have not recommended any Dividend on Equity Shares of the Company for the financial year ended 31st March, 2016.
Share Capital
During the year under review, there were no changes in the Share Capital of the Company.
Subsidiaries and Associates
As on 31st March, 2016, your Company has following Subsidiaries viz.
I. TCI Infrastructure Limited
II. TCI Properties (West) Limited
III. TCI Distribution Centers Limited
IV. TDL Warehousing Parks Limited
In accordance with provisions of the Companies Act, 2013, the performance and financial position of the each of the Subsidiaries are set out in the prescribed Form AOC-
1, forming part of Annual Report.
There are no Associates of the Company as on 31st March, 2016.
Extract of Annual Return
In accordance with the provisions of section 92 & 134 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2016 in Form MGT-9 is annexed herewith as Annexure-1 to this Report.
Meetings of the Board of Directors
The Board of Directors of your Company met four times during the Financial Year 201516.
A detailed information on the Board, its composition, term and reference of various Committee(s) of the Board and attendance of the Directors in the Board/Committee Meetings are provided in the Report of Corporate Governance, forming part of the Annual Report.
Audit Committee
Details about the composition of the Audit Committee is given in Corporate Governance Report forming part of the Annual Report.
Changes in Directors and Key Managerial Personnel
In accordance with the provisions of section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. D P Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.
Pursuant to the provisions of Companies Act, 2013, Mr. Amitava Ghosh and Mr. Ashok B Lall were appointed as Non-Executive Independent Directors for a period of two years each commencing from 23rd July, 2014. The term of Mr. Amitava Ghosh and Mr. Ashok B Lall as Non-Executive Independent Directors will expire on 22nd July, 2016. The Company has received notices in writing from two members along with deposit of requisite amount under section 160 of the Companies Act, 2013, proposing the candidature of Mr. Amitava Ghosh and Mr. Ashok B Lall for the office of Non-Executive Independent Director of the Company for a second term commencing from 23rd July, 2016.
The Board recommends their appointment/re-appointment.
During the year under review, Mr. Mukesh Jain, resigned from the position of Asst. Company Secretary & Compliance Officer of the Company with effect from14th July, 2015. Subsequently, the Board of Directors had appointed Mr. Vinay Gujral as Company Secretary & Compliance Officer and designated him as Key Managerial Personnel of the Company w.e.f 1st January , 2016.
Further, subsequent to resignation of Mr. Vinay Gujral as Company Secretary & Compliance Officer with effect from close of business hours of 31st May, 2016, the Board of Director has appointed Mr. Rupesh Kumar as Company Secretary & Compliance Officer and designated him as Key Managerial Personnel of the Company w.e.f 1st June, 2016.
Board Evaluation
During the year under review, the performance of Independent Directors, Board of Directors, Committees and other Individual Directors were evaluated. The Board of Directors has expressed their satisfaction with the evaluation process.
Further, the details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters may be accessed on Company''s website www.tcidevelopers.com.
Policy on Directors'' Appointment and Remuneration
A policy on Directors'' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, as adopted by the Board of Directors, is given in Corporate Governance Report forming part of the Annual Report.
Independent Directors
All the Independent Directors have submitted declarations, confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Further, during the year, there had been no change in the circumstances which may affect their status as Independent Director.
Auditors
Statutory Auditor and Auditors'' Report
M/s. M. Gandhi & Co., Chartered Accountants, Bangalore, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. Members are requested to re-appoint them and authorize the Board to fix their remuneration.
The Auditors'' observations are self-explanatory and do not call for any further comments.
Secretarial Auditor
During the year under review, M/s. S. Grover & Co., Practicing Company Secretaries, New Delhi were appointed as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Auditor Report for the financial year ended 31st March , 2016 is annexed herewith marked as Annexure-2 to this Report.
The Secretarial Auditor Report is self-explanatory and does not contain any qualification, reservation or adverse remark.
Risk Management
Since the Company is into the Real Estate development activity, it is exposed to all the risks and concerns attached with the Real Estate activity as a whole. The Risk Management activity is overseen by the Audit Committee on a continuous basis. The Committee oversees Company''s process & policies for determining risk tolerance, review management''s measurement and comparison of overall risk tolerance to the established levels.
Statement of particulars of Employees and related disclosures
No employee of the Company was in receipt of the remuneration which exceeds the limit as prescribed under section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-3.
Significant and Material Orders passed by the Regulators or Court
There are no significant and material order(s) passed by any Regulators/Court that would impact the going concern status of the Company.
Public Deposits
During the year under review, your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
The particulars of the Loans given, Investments made, Guarantees given and Securities provided as on 31st March , 2016 are provided in Standalone financial Statement forming part of Annual Report.
Internal Control System
Your Company has requisite internal control system in place including internal financial control and these are sufficient and functioning effectively. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.
Corporate Social Responsibility
During the year under review, the provisions of section 135 of the Companies Act, 2013 are not applicable on the Company.
Vigil Mechanism/Whistle Blower Policy
Pursuant to the Provisions of sub section (9) and (10) of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has established a Whistle Blower Policy for Directors and Employees to report their genuine concerns and provide adequate safeguard against victimization of person who use such mechanism. The Whistle Blower Policy is placed on the website of the Company www.tcidevelopers.com.
Transaction with Related Party
All transaction entered with Related Parties for the year under review were on arm length basis and in the ordinary course of business. The particulars of Material Related Parties Transactions i.e transactions exceeding 10% of the Annual Consolidated Turnover as per last Audited Financial Statement entered by the Company is annexed herewith as Annexure-4.
The Policy on Related Party Transactions may be accessed on the Company''s website www.tcidevelopers.com.
Corporate Governance
As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on the Corporate Governance practices followed by the Company and the Certificate from the Company''s Auditor confirming compliance with the conditions of Corporate Governance is attached to this Report.
Management Discussion and Analysis Report
A detailed Management Discussion and Analysis Report as required under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 is forming part of this Annual Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
A. Conservation of Energy
Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost.
B. Technology Absorption
We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.
C. Foreign Exchange Earning and Outgo
During the year under review, there were no inflow or outgo of Foreign Exchange.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) That they 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 at the end of the financial year and of the profit and loss of the company for that period;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d)That the annual accounts have been prepared on a going concern basis;
e) That proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively; and
f) That proper internal financial controls have been laid down and that such internal financial controls are adequate and are operating effectively.
Acknowledgments and Appreciation
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives.
For and on behalf of the Board of Directors
Place : Gurgaon D P Agarwal
Date : 28th May, 2016 Chairman
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
Mar 31, 2011
The Directors feel privileged in presenting the 3rd (Third) Directors
Report together with Audited Annual Account and Auditors Report
thereon for the financial year ended March 31, 2011.
FINANCIAL RESULTS:
Summarized financial results of the Company for the financial year
ended March 31, 2011 are as below: Amount (in Rupees)
Particulars Consolidated Standalone
2010-11 2010-11 2009-10
Income 18,785,387 13,839,098 -
Profit before Interest,
Depreciation and Taxation 14,856,377 10,180,831 (25,766)
Less: Interest 12,448 - -
Depreciation 2,741,522 702,834 -
Profit before Tax 12,102,407 9,477,997 (25,766)
Less: Provision for Taxes
-Current 3,440,931 1,065,000 -
- Deferred (79,600) (79,600) -
Profit after Tax 8,741,076 8,492,597 (25,766)
Share of (profit)/loss
transferred to minority
interest (107,707) - -
Add: Balance brought forward (484,371) (484,371) (458,605)
Profit available for
appropriation 8,148,998 8,008,226 (484,371)
Appropriations:
-Proposed dividend 1,86,716 1,864,716 -
-Dividend Tax 302,504 302,504 -
Balance carried forward 5,981,778 5,841,006 (484,371)
FINANCIAL OPERATIONS
During the year, the Company has recorded the total income on
standalone basis, which stood at Rs.13,839,098/- for the financial year
ended as on March 31, 2011.
Whereas, the Company has recorded the total income on consolidated
basis, which stood at 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 Stock Exchanges and includes
financial information of its subsidiaries and partnership firms.
DIVIDEND
The Board has recommended a maiden dividend for the financial year
ended March 31, 2011 of @ Re. 0.50 per share (5%) subject to the
approval of Shareholders at the ensuing Annual General Meeting. The
dividend payout shall aggregate to Rs.1,864,716/- and the tax on
distributed profits payable by the Company would amount to
Rs.302,504/-.
The proposed dividend is in accordance with the Companys policy to pay
sustainable dividend linked to long term performance, keeping in view
the capital needs for the Companys growth plans and the intent to
optimal financing of such plans through internal accruals.
SCHEME OF ARRANGEMENT /DEMERGER
During the year under review, the Honble High Court of Judicature at
Hyderabad, Andhra Pradesh vide its order dated September 15, 2010 has
approved the Scheme of Arrangement/ Demerger between Transport
Corporation of India Limited (TCI) and TCI Developers
Limited (TDL) and their respective shareholders and creditors. Pursuant
to the said Scheme, the erstwhile ÃReal Estate and Warehousing
Divisionà of Transport Corporation of India Limited has been
transferred and demerged to TCI Developers Limited with effect from
April 01, 2010 i.e. Appointed Date.
Pursuant to the said Scheme, 36,29,431 equity shares of Rs.10/- each of
TCI Developers Limited have been allotted to the Equity Shareholders of
Transport corporation of India Limited in the ratio 1:20 i.e. one
Equity Share of Rs.10/- each fully paid up against every twenty equity
shares of Rs.2/- face value held by Shareholders in Transport
Corporation of India Ltd.
Consequently, the present paid-up Equity Share Capital of the Company
is Rs. 3,72,94,310/- (Rupees Three Crores Seventy Two Lacs
Ninety Four Thousand Three Hundred Ten only) as on March 31, 2011.
LISTING OF SHARES
The entire paid up equity share capital of the Company has got listed
on Bombay Stock Exchange and National Stock Exchange w.e.f. April 19,
2011.
DIRECTORS
Pursuant to Articles of Association of the Company read with Section
255 and 256 of the Companies Act, 1956, Mr. Chander Agarwal, Director
retires by rotation and being eligible offer himself for re-appointment
at forthcoming Annual General Meeting of the Company. Further, Prof.
Janat Shah, Mr. Amitava Ghosh and Mr. Ashok B. Lall, have been
appointed as additional Directors on the board of the Company in terms
of provision of Section 260 the Companies Act, 1956 with effect from
January 20, 2011 to hold office upto the date of forthcoming Annual
General Meeting and in respect of whom the Company has received letters
from shareholders in writing under Section 257 proposing their
candidature for the office of directors. The Board recommends the
appointment of above said persons as Director of the Company.
PARTNERSHIP FIRMS
As on March 31, 2011, there are five 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, 2011, there are two subsidiaries of the Company i.e.
TCI Infrastructure Limited and TCI Properties (West) Limited.
The Financial data of the subsidiaries have been furnished under
ÃFinancial Information of the Subsidiary Companies which forms part of
the Annual Report. Further, the consolidated financial statements,
which includes the financial information of the subsidiaries of the
Company has been prepared pursuant to the provisions of Accounting
Standards (AS) - 21 issued by the Institute of Chartered Accountants of
India (ICAI) also forms part of the Annual Report.
The audited annual accounts and related information of subsidiaries
will be made available on request. These documents will also be
available for inspection during business hours at our Registered Office
in Secunderabad, Andhra Pradesh and Corporate Office, Gurgaon, Haryana.
INVESTMENT
Pursuant to the scheme of arrangement, the company has total
investments amounting to Rs.160,441,352/- in its two subsidiaries along
with investment in five Partnership Firms.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed Abhipra Capital Limited having its office at
Ground Floor - Abhipra Complex, Dilkush Industrial Area, A-387, G.T.
Karnal Road, Azadpur, Delhi - 110033 as Registrar & Transfer Agents
(RTA) of the Company to handle the work related to transfer &
transmission of shares, dematerialization, re- materialization and
other related work thereto.
Members are requested to send their correspondence to Registrar and
Share Transfer Agents at above mentioned address or at the
registered/corporate office of the Company.
STATUTORY AUDITORS
M/s M. Gandhi & Co., Chartered Accountants, Bangalore, Statutory
Auditors of the Company who retire at 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 if 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 UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956
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.
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
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 2010-11.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to 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 financial year
ended March 31, 2011, the applicable accounting standards have been
followed along with proper explanations relating to material
departures, if any; (
ii) We 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 end of the financial year and of the profit of the
Company for the period;
(iii) We 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) We have prepared the annual accounts on a Ãgoing concern basis.
PUBLIC DEPOSITS
The Company has not invited or accepted public deposits during the
year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report on Companys performance,
industry trends and other material changes with respect to the Company
and its subsidiaries, wherever applicable, are presented in the
Corporate Governance section of the Annual Report of the Company.
CORPORATE GOVERNANCE
The Company has complied with the applicable provision of Corporate
Governance under the clause 49 of Listing Agreement with the Stock
Exchanges. A separate Report on Corporate Governance along with
Certificate from Companys Statutory Auditors i.e. M/s M Gandhi & Co,
Chartered Accountants form part of the Annual Report.
NOTES TO ACCOUNTS
Notes to Accounts are self-explanatory and do not require any
clarification.
ACKNOWLEDGEMENT
Your Directors wish to extend their thanks and appreciation to all our
stakeholders, employees of the Company at all levels, shareholders and
business associates for their commitment, dedication, hard work and
their contribution to the Companys success.
For & on behalf of the Board of Directors
D P Agarwal
Chairman
Place: Gurgaon
Date : May 30, 2011