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Notes to Accounts of TCI Finance Ltd.

Mar 31, 2016

1 Taxes:

2. Current Tax: Provision for current tax is made based on the taxable income computed for the year under the Income Tax Act, 1961.

3. Deferred Taxes: Deferred tax is recognized on timing differences; being the difference between the taxable income and accounting income that originate in one periodand are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognized for all timing differences. Deferred tax assets are recognized only if there is a virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realize the assets. Deferred tax assets are reviewed at each balance sheet date for their reliability.

4 Earnings Per Share:

Basic earnings per equity share are computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares, attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutive potential equity shares outstanding during the year except where the results are anti-dilutive.

5. Provisions, Contingent liabilities and Contingent Assets:

The Company recognizes provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made when there is a possible obligation or present obligations that may, but probably will not, require an outflow of resources. Contingent assets are neither recognized nor disclosed in the financial statements.

(ii) Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held.

In the event of liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(ii) Term Loans from Others

Term loan from Others carries interest at a variable rate based on the lender Retail Prime Lending Rate (RPLR), of 13.90% p.a and is repayable in 180 installments from date of loan viz., April 28, 2013. Presently, the loan carriers rate of interest of 13.80%. The loan is secured by pledge of certain Investments of the Company, personal guarantee of a director, pledge of property and Investments of a director and pledge of third party Investments property.

6. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Trade payable other than acceptances include certain dues to Micro and Small Enterprises, under the Micro, Small and Medium Enterprises Development Act, 2006 that have been determined based on the information available with the company and the required disclosures are given below:

7. Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs. 1, 95,282/- (As at March 31, 2015 Rs. 1, 95,985/-) for Provident Fund contributions and Rs. 1, 08,000/- (As at March 31, 2015 Rs. 1, 08,000/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial valuation has been deposited with the group gratuity Fund before March 31, 2016.

8. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 186 of the Companies Act, 2013 is not applicable to the Company.

9. Disclosures under Accounting Standards (contd.)

10. Related party transactions (Disclosures as required by AS 18 - Related Party Disclosures)


Mar 31, 2015

1 Corporate information

TCI Finance Limited ("the Company") is a public company domiciled in India. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a "Loan company" engaged in the business of Non Banking Financial Institution as defined in section 45I(a) of the Reserve Bank of India Act, 1934.

(ii) Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. The Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(i) Current maturities of Long Term Borrowings have been disclosed under the head "Other Current Liabilities" (Refer Note No. 9)

(ii) Term Loans from Others

Term loan from Others carries interest at a variable rate based on the lender Retail Prime Lending Rate (RPLR), of 13.90% p.a and is repayable in 180 instalments from date of loan viz., April 28, 2013. Presently, the loan carriers rate of interest of 14.25%. The loan is secured by pledge of certain investments of the Company, personal guarantee of a director, pledge of property of a director and pledge of third party investments and property.

2.1 4,354,546 (March 31,2014:7,717,000) Equity Shares pledged with lenders as security for Long and Short Term Borrowings (Refer Note No.5 (ii) and 7.2) and 1,085,000 Shares pledged with IFCI Venture capital limited towards loan availed by M/s Amrit Jal Ventures Private Limited.

2.2 Pledged with Bangalore Stock Exchange, the shares were split from Rs. 10/- to Rs. 5/- and also 1:1 Bonus shares issued during the year

2.3 Book value has been taken in the absence of Stock Exchange quotations

3.1 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 195,985/- (As at March 31,2014Rs.211,773/-) for Provident Fund contributions and Rs. 108,000/- (As at March 31,2014 Rs. 106,500/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31,2015.

3.2 Employee benefits expenses includes Rs. 2,075,520/- paid to the Manager for the period from July 1,2014 to March 31,2015 for which the Company has obtained shareholders approval and filed an application for Central Government approval in view of inadequate profits.

4 Additional information to the Financial Statements

4.1 Contingent liabilities and commitments (to the extent not provided for) March 31, 2015 March 31,2014

Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Corporate Guarantees 1,966,766,935 300,000,000

The Company has provided Guarantee for A. redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Private Limited, B. To the lenders of Gati Infrastructure Bhasmey Power Private Limited and C. Pledge of Gati Ltd shares to IFCI Venture Capital Funds Limited for loan availed by Amrit Jal Ventures Private Limited.

5 Disclosures under Accounting Standards (contd.)

6 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2014

1.1 During the year, the Company has removed leased assets, whose lease period was run off, from its fixed assets and the balance was written off against the provision made for these assets.

2 Additional information to the Financial Statements

2.1 Contingent liabilities and commitments (to the extent not provided for) March 31, 2014 March 31,2013 Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Guarantees 300,000,000 300,000,000

The Company has provided Guarantee for redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

2.2 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.3 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

2.4 In accordance with the prudential norms issued by Reserve Bank of India for Income Recognition and provision for non-performing assets and in compliance with the said norms, the Company has, during the year, not recognised income and has made provision for non-performing assets as under:

Deferred Tax Asset for the current year is not recognised on business losses, as a measure of prudence.

3.1 Related party transactions

Details of related parties:

Description of relationship Names of related parties

Subsidiary ITAG Business Solutions Limited

Key Management Personnel (KMP)

Executive Director (upto May 15, 2012) Mr. J P Khemka

Manager Mr. Ramesh Sivaraman

Note: Related parties have been identified by the Management.

Note: Figures in bracket relates to the previous year

4 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

* includes Rs. 22,174,671/- towards Interest accrued on Investments

# excludes cost of 1,500,000 pledged shares of Gati Limited held as Investment which was invoked during the year by the pledgee (Refer Note No.16.1)


Mar 31, 2013

Corporate information

TCI Finance Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a "Loan company" engaged in the business of Non Banking Financial Institution as defined in section 45I(a) of the Reserve Bank of India Act, 1934.

1.1 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs 2,16,975/- (As at 31st March, 2012 Rs 1,99,978/-) for Provident Fund contributions and Rs 94,500/- (As at 31st March, 2012 Rs 87,000/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "œEmployee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2013.

2 Additional information to the Financial Statements

2.1 In the earlier years, the Company had given an advance of Rs 7,60,00,000/- towards purchase of land at Chennai and disclosed as advance pending registration. During the previous year, the Company''s right in the land was relinquished and the resultant profit of Rs 1,00,00,000/- has been disclosed as exceptional item in the Statement of Profit and Loss.

2.2 Contingent liabilities and commitments (to the extent not provided for)

31st March, 2013 31st March, 2012

Rs Rs

Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Guarantees 300,000,000 300,000,000

The Company has provided Guarantee for redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

2.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.4 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

1 Corporate information

TCI Finance Limited (The Company) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a " Loan company" engaged in the business of Non Banking Financial Institution as defined in section 451(a) of the Reserve Bank of India Act , 1934.

2.1 Contingent liabilities and commitments (to the extent not provided for) Contingent liabilities

(a) Disputed sale tax demand 63,661 63,661

(b) Guarantees 300,000,000 -

The company has provided Guarantee for redemption /buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

(c) Uncalled liability on partly paid debentures 1,062,750 1,062,750

2.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The company has not received intimation from " Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, If any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

2.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.4 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

Note 2 Disclosures under Accounting Standards

2.1 Employee benefit plans

2.1 Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 199,978 (Year ended 31 March, 2011 Rs. 211,708) for Provident Fund contributions and Rs. 87,000 (Year ended 31 March, 2011 Rs. 78,600) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

2.1a Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 Employee Benefits" all employee benefits have been determined in accordance with the Standard. The liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2012.

2.2 Managerial Remuneration amounting to Rs. 11,61,290 paid to an Executive Director appointed with effect from 9th August, 2011, is subject to approval by the members at the forthcoming Annual General Meeting. Further, due to inadequacy of profit, the aforesaid remuneration paid is subject to Central Government's approval for which application has been made.

3 The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

4 Schedule to the Balance sheet of a Non Banking Financial Company ( as required in terms of paragraph 13 of Non-Banking Financial(Non-Deposit Accepting or Holding ) Companies Prudential Norms (Reserve Bank) Directions 2007 : (Amt in Rs.)


Mar 31, 2011

1. Contingent Liabilities not provided for in respect of:

a. Disputed sales tax demand Rs.63,661 (previous year Rs.63,661).

b. Capital commitments not provided for Rs. Nil (Previous year Rs. Nil)

c. Uncalled liability on partly paid debentures Rs.1, 062,750 (previous year Rs.1, 062,750).

2. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act, 1956 is not applicable to the Company.

3. In terms of notification DNBS 222CGM(US)2011 dated January 17,2011 issued by Reserve Bank of India, provision of Rs 1,475,000 has been made during the year.

4. The company is mainly engaged in financing activities which constitute a single business segment. There are no reportable geographical segments.

5. Advances includes

Rs.76,260,000 (Previous Year Rs.76,260,000) towards purchase of land at Chennai due for registration pending disposal of legal case in the Honorable Supreme Court of India. During the year the Honorable Supreme Court of India has given a favorable order in favour of the company to execute the sale deed.

6. Related Party Disclosures

Information regarding Related Party Transactions as per Accounting Standards 18 notified in Section 211(3C) of the Companies Act, 1956 is given below:

7. Employee Benefits

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2011.

8. Dues to Micro and Small Enterprises:

The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

9. Figures of the previous year have been regrouped/rearranged wherever necessary.


Mar 31, 2010

1. Contingent Liabilities not provided for in respect of:

a. Disputed sales tax demand Rs.63,661 (previous year Rs.63,661).

h Capital commitments not provided for Rs.Nil (Previous year Rs.54,140,000 net of advances Rs.6,000,000)

c. Uncalled liability on partly paid debentures Rs.1,062,750 (previous year Rs.1, 062,750).

2 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act, 1956 is not applicable to the Company.

3. Advances includes

(a) Rs. 16,420,000 (Previous Year Rs. 13,620,000) due from subsidiary company which is in its third year of operations. It has made a profit Rs 1,195,601 (Loss in Previous year Rs. 4,783,513) during the year ended 31st March 2010 and has accumulated losses-of Rs.12,416,531 which exceeded the paid up share capital of Rs. 1,725,000. On account of the Companys long term involvement, management is of the view that no provision is required on this account at this stage.

(b) Rs.76,260,000 (Previous Year Rs.76,260,000) towards purchase of land at Chennai.

4. Related Party Disclosures

Information regarding Related Party Transactions as per Accounting Standards 18 notified in Section 211 (3C) of the Companies Act, 1956 is given below:

4.1 List of Related parties

Name of the Related PartyNature of Relation

Subsidiary:

ITAG Business Solutions Limited Subsidiary

Associates:

Amrit Jal Ventures Pvt Ltd Associate

Key Management Personnel:

Ramesh Sivaraman Manager

5. Dues to Micro and Small Enterprises:

The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

6. Figures of the previous year have been regrouped / rearranged wherever necessary.


Mar 31, 2009

1. Contingent Liabilities not provided for in respect of:

a Disputed income tax demands Rs.Nil and sales tax demand Rs.63,661 (previous year income tax demands Rs.566,594 and sales tax demand Rs.63,661).

b Capital commitments not provided for Rs.54,140,000 net of advances Rs.6,000,000 (Previous year Rs.88,340.000 net of advances Rs.47,800,000)

c Uncalled liability on partly paid shares/debentures Rs. 1,062,750 (previous year Rs.1,062,750)

2. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act,. 1956 is not applicable to the Company.

3. The company is mainly engaged in financing activities which constitute a single business segment. There are no reportable geographical segments,

4. Advances includes

a). Rs 136.20 lacs (Previous Year Rs 98.43 lacs) due from subsidiary company which is in its second year of operations. It has incurred a loss of Rs 47.83 lacs (Previous year Rs 88.28 lacs) during the year ended 31 st March 2009 and has accumulated losses of Rs 136.12 lacs .On account of the Companyss long term involvement, management is of the view that no provision is required on this account at this stage.

b) Rs.866,20 lacs (Previous Year Rs,478lacs) towards purchase of land and commercial space.

5. Related Party Disclosures

A. Name of the related parties

Gati Limited Associate

Gati Intellects Systems Ltd Associate

Bunny Investment and Finance Limited Associate

Giri Roadlines and Commercial Trading Pvt Ltd Associate

Jubilee Commercial & Trading Pvt Ltd Associate

TCI Hi-Ways Pvt Ltd Associate

Amrit Jal Ventures Pvt Ltd Associate

ITAG Business Solutions Limited Subsidiary

6. The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

7. Figures of the previous year have been regrouped wherever necessary.

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