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Directors Report of TCI Industries Ltd.

Mar 31, 2017

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Fifty Second Annual Report and the Audited Statement of Accounts of TCI Industries Limited (“the Company”) for the year ended March 31, 2017.

Financial Performance

The summarized standalone results of your Company are given in the table below.

(Rs. In ‘000)

Particulars

Financial Year ended

Standalone

31/03/2017

31/03/2016*

Total Income

20243

30102

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

(1735)

(4209)

Finance Charges

-

-

Depreciation

632

323

Provision for Income Tax (including for earlier years)

-

-

Net Profit/(Loss) After Tax

(2367)

(4532)

Profit/(Loss) brought forward from previous year

(251959)

(247427)

Profit/(Loss) carried to Balance Sheet

(254326)

(251959)

*previous year figures have been regrouped/rearranged wherever necessary.

Performance Review

During the year under review, your Company achieved revenue of Rs. 202.43 lakhs as compared to previous year of Rs. 301.02 lakhs, which reduction was mainly due to decrease in textile trading revenue by 86.60%. The revenue from Services income increased substantially from Rs. 80.39 lakhs to Rs. 170.11 lakhs i.e. approximately by 111%. However, even though the revenue for the year under review was lower compared to last year, the net loss after tax decreased. The Net Loss After Tax incurred by the Company is Rs. 23.67 lakhs as compared to Rs. 45.32 lakhs in previous year which depicts augmentation in operational efficiency of the Company.

During the year under review the Company issued 568367 number of 0% Non- Convertible Redeemable Preference Shares amounting to Rs. 2273.47 lakhs to promoters/ promoter group companies against consideration received in cash as also in lieu of extinguishment of advances against proposed property development & unsecured interest free loans received from the promoters/promoter group companies. These shares were issued and allotted in terms of shareholders'' approval given at 51st Annual General Meeting held on August 02, 2016.

Consequent to said issue of 0% Non-Convertible Redeemable Preference shares, the Advances received against proposed property development & unsecured loans received in the past have been completely extinguished and the Net Worth of the Company has become positive.

Company’s Property at Colaba - Mumbai

The SLP filed by the Company in the Hon''ble Supreme Court of India, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy is pending for final hearing. The Company''s SLP in the Supreme Court challenging the order of Bombay High Court in the matter of jurisdiction of the Monitoring committee, on the ground that the company''s property being in CRZ II area, Development Control Rules 1967 are applicable and not the Development Control Regulations, 1991, is also pending for final hearing and has been tagged along with the SLP pertaining to refusal of plans by Municipal Corporation of Greater Mumbai.

Outlook

The management is making efforts to increase the revenue from services by increasing the penetration in present customer segments as also reaching out to new customer segments. The management is confident that such efforts coupled with certain infrastructure development done during the year & to be done during the current year by the company, will result in further increase in revenue thereby the Company turning around by making profit in the current financial year.

Dividend

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company''s operations in future.

Deposits

During the year under review, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

Internal financial controls

The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Directors and Key Managerial Personnel

Mr. Satyanarayan Agarwal has resigned as Director of the Company w.e.f. May 20, 2016. The Board has appointed him as Chairman Emeritus of the Company in view of his long association with the Company and considering the services rendered by him to the Company during his tenure as Director of the Company.

On the basis of the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on January 30, 2017 granted their approval for the re-appointment of Mr. Sunil K. Warerkar as Wholetime Director, designated as ‘Executive Director'' of the Company for a further period of 2 years with effect from April 01, 2017 subject to the approval of the members and subject to any other approval as required by law, if any.

Dr. (Mrs.) Vaijayanti Pandit, Independent Director of the Company, has resigned as a Director of the Company due to personal reasons. The resignation is effective from March 31, 2017. The Board places on record its appreciation for the services rendered by her to the Company during her tenure as the Independent Director.

The vacancy of Independent Director and Woman Director created in the Company due to resignation of Dr. (Mrs.) Vaijayanti Pandit was filled by the Board of Directors in their Meeting held on May 11, 2017 by appointing Mrs. Anuradha Bhalla, as Additional Director, designated as Independent Director w.e.f. even date pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. She shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mrs. Bhalla for appointment as Independent Director of the Company. The vacancy was filled by the Board of Directors within the permissible time limit.

Further, pursuant to the applicable provisions of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Mahendra Agarwal, Mr. Ashish Agarwal, and Mr. Utsav Agarwal, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Directors’ Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) 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, 2017 and of the loss of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

(e) 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

(f) 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.

Statutory Auditors, their Report and Notes to Financial Statements

M/s. R. S. Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and in terms of the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, they are not eligible for reappointment for the next Financial Year 2017-18.

Accordingly, on the basis of the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 11, 2017 proposed to appoint M/s. V Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, as Statutory Auditors of the Company in place of the retiring Auditors M/s. R. S. Agarwala & Co., Chartered Accountants, who shall hold office from the conclusion of this 52nd Annual General Meeting (AGM) till the conclusion of the 57th Annual general Meeting of the Company to be held in the year 2022 (subject to ratification of appointment by the members at every AGM held after this AGM).

M/s. V Singhi & Associates, Chartered Accountants, have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

M/s. R. S. Agarwala & Co., Chartered Accountants (the retiring Auditors), have carried the Statutory Audit and the Notes on financial statement referred to in the Auditors'' Report issued by them are self-explanatory and hence do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. Chandanbala Jain & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this report. The report is self-explanatory and hence do not call for any further comments.

Implementation of Scheme namely TCIIL Conversion of Shares in Physical Form to Demat Scheme-2016

During the year under review, the Company pursuant to the members approval accorded at the 51st Annual General Meeting held on August 02, 2016, introduced the Scheme namely “TCIIL Conversion of Shares in Physical Form to Demat Scheme-2016” (“the Scheme”) to mitigate the difficulty that may be experienced by the shareholders of the Company holding shares in physical form in converting the shares in demat and/or selling their shares in physical form on the Stock Market and to alleviate such hardships that may be caused to them.

The objective of the Scheme is to provide an opportunity to its physical shareholders, if they so desire, to dispose off their shares in physical form in a manner that they realize the market value of their shares without having to go through the process of dematerialization of shares and the cost to be incurred for the same.

We would like to inform you that the scheme received participation from some of the Physical shareholders and considering the same the scheme validity has been extended for six months till August 31, 2017.

You may access the scheme details on the Company''s website at the link http://www.tciil.in/tciil-investor-relations/ tciil-shareholders-information

The physical shareholders of the Company are requested to participate in the Scheme and avail its benefit. The Scheme is not an invitation but a facility extended to physical shareholders of the Company and it is absolutely voluntary and optional.

Share Capital

A) Bonus Shares

No bonus shares were issued during the financial year 2016-17.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2016-17.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2016-17.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2016-17

E) Issue of preference shares

The members of the Company in their 51st Annual General Meeting held on August 02, 2016, by passing special resolution with requisite majority, approved the issue of up to 6,25,000 0% Nonconvertible Redeemable Preference Shares of Face Value Rs. 100/- (Rupees One Hundred only) at an issue price of Rs. 400/- (Rupees Four Hundred only) including premium of Rs. 300/- (Rupees Three Hundred Only) on preferential basis to the Promoters and Promoter Group Companies for cash or in lieu of extinguishment of amount due on account of Advances received against proposed property development & Unsecured interest free loans. The said shares are redeemable within 20 years from date of issue thereof or on an earlier date at the discretion of the Company, at a premium of 18% [simple] p.a. on the issue price, payable at the time of redemption.

Pursuant to the said members approval, the Share Allotment Committee of the Board of Directors of the Company has during the year under review, issued and allotted 5,68,367 numbers of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/- (Rupees One Hundred only) at an issue price of Rs. 400/- (Rupees Four Hundred only) including premium of Rs. 300/- (Rupees Three Hundred Only) on preferential basis to the Promoters and Promoter Group Companies.

As the Company allotted Non-Convertible Redeemable Preference Shares, there is no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

The proceeds of the issue have been/will be utilized towards the objects of the issue as mentioned in the explanatory statement to the Notice of the 51st Annual General Meeting and are stated as under:

1. To convert and/or repay the Advances against proposed property development received from Promoter & Promoter Group Companies and Unsecured interest free loans received from Promoter-Directors of the Company;

2. To meet working capital requirements of the Company; and

3. General Corporate purposes.

There is no deviation or variation in the utilization of proceeds of the said Issue between projected utilization of funds made by the Company in its explanatory statement to the notice for the 51st Annual General Meeting and the actual utilization of funds.

F) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 5,68,367 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 6,58,04,610/-, comprising of 8,96,791 Equity shares of Rs.10/- each and 5,68,367 Preference Shares of Rs. 100/- each.

Sl. No.

Name of Director/KMP and Designation

Ratio of remuneration of each Director to the median remuneration of employees

% increase in Remuneration in the financial year 2016-17

1

Mr. Sushil Kumar Jiwarajka, Chairman & Independent Director

**

**

2

Mr. Satyanarayan Agarwal, Non-Executive Director*

Not Applicable

NIL

3

Mr. D. P Agarwal, Non-Executive Director

Not Applicable

NIL

4

Mr. Mahendra Agarwal, Non-Executive Director

Not Applicable

NIL

5

Mr. Ashok Kumar Agarwal, Non-Executive Director

Not Applicable

NIL

6

Mr. Vikas Agarwal, Non-Executive Director

Not Applicable

NIL

7

Mr. Siddhartha Agarwal, Non-Executive Director@

Not Applicable

NIL

8

Mr. Ashish Agarwal, Non-Executive Director

Not Applicable

NIL

9

Mr. Utsav Agarwal, Non-Executive Director

Not Applicable

NIL

10

Mr. Ravi Shanker Jhunjhunwala, Independent Director

**

**

11

Dr. (Mrs.) Vaijayanti Pandit, Independent Director#

**

**

12

Mr. Siddharth Mehta, Independent Director

**

**

13

Mr. S. K. Warerkar, Executive Director

5.38:1

0.008

14

Mr. Amit A. Chavan, Asst. Company Secretary & CFO

0.71:1

38.65

* Resigned as a Director of the Company w.e.f. May 20, 2016.

@ Appointed as Director of the Company with effect from May 20, 2016.

# Resigned as a Director of the Company effective from March 31, 2017.

** Independent Directors are paid remuneration only by way of sitting fees for attending Board/Committee Meetings. Hence ratio is not provided.

Extract of the Annual Return Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 2.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2017, the Company had no subsidiary / joint ventures / associate companies.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Board''s Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Notes:-

i) Median remuneration of employees of the Company during the financial year 2016-17 was Rs. 6,16,153/-.

ii) Median remuneration of employees of the Company during the financial year 2015-16 was Rs. 3,37,212/-. In the financial year, there was an increase of 82.72% in the median remuneration of employees due to increase in number of employees employed during the year and increase in the remuneration of Asst. Company Secretary & CFO along with some other employees.

iii) There were 5 confirmed employees on the rolls of the Company as on 31st March 2017.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

v) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2016-17, no employee received remuneration in excess of the highest-paid Director.

vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES: Details of Board meetings

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2016-17, the Board met four times i.e. on May 20, 2016, August 02, 2016, November 14, 2016 and January 30, 2017.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 02, 2016:

Name

Designation

Attendance Particulars

Board Meetings

Last AGM

Mr. Sushil Kumar Jiwarajka

Chairman & Independent Director

4

Yes

Mr. Satyanarayan Agarwal*

Non-Executive Director

1

No

Mr. D. P Agarwal

Non-Executive Director

2

Yes

Mr. Mahendra Agarwal

Non-Executive Director

4

Yes

Mr. Ashok Kumar Agarwal

Non-Executive Director

4

Yes

Mr. Vikas Agarwal

Non-Executive Director

4

Yes

Mr. Siddhartha Agarwal@

Non-Executive Director

3

Yes

Mr. Ashish Agarwal

Non-Executive Director

4

Yes

Mr. Utsav Agarwal

Non-Executive Director

3

Yes

Mr. Ravi Shanker Jhunjhunwala

Independent Director

1

No

Dr. (Mrs.) Vaijayanti Pandit#

Independent Director

4

No

Mr. Siddharth Mehta

Independent Director

4

Yes

Mr. S. K. Warerkar

Executive Director

4

Yes

*Ceased to be a Director of the Company with effect from May 20, 2016.

@Appointed as Director of the Company with effect from May 20, 2016.

#Ceased to be a Director of the Company with effect from March 31, 2017.

Committees of Board

The details of composition of the Committees of the Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:-

a. Audit Committee

During the financial year 2016-17, the Audit Committee met Four Times i.e. on May 20, 2016, July 27, 2016, November 14, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Audit Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Mr. Ravi Shanker Jhunjhunwala

Chairman

4

3

2.

Mr. Sushil Kumar Jiwarajka

Member

4

4

3.

Mr. Vikas Agarwal

Member

4

4

b. Stakeholders’ Relationship Committee

During the financial year 2016-17, the Stakeholders'' Relationship Committee met Four Times i.e. on May 20, 2016, August 02, 2016, November 14, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Stakeholders'' Relationship Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Dr. (Mrs.) Vaijayanti Pandit*

Chairperson

4

4

2.

Mr. Ashok Kumar Agarwal

Member

4

4

3.

Mr. Ashish Agarwal

Member

4

4

4.

Mr. S. K. Warerkar

Member

4

4

*Dr. (Mrs.) Vaijayanti Pandit ceased to be a Director of the Company w. e. f. March 31, 2017 and consequent to the same she is also ceased to be a Chairperson of the Committee.

c. Nomination and Remuneration Committee

During the financial year 2016-17, the Nomination and Remuneration Committee met twice on July 27, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Mr. Siddharth Mehta

Chairman

2

1

2.

Mr. Ravi Shanker Jhunjhunwala

Member

2

1

3.

Mr. Sushil Kumar Jiwarajka

Member

2

2

4.

Mr. Mahendra Agarwal

Member

2

1

d. Risk Management Committee

During the financial year 2016-17, the Risk Management Committee met once on March 27, 2017. The below table gives the composition and attendance record of the Risk Management Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Mr. S. K. Warerkar

Chairman

1

1

2.

Mr. Vikas Agarwal

Member

1

1

3.

Mr. Ashish Agarwal

Member

1

1

e. Share Allotment Committee

The Board of Directors in their Meeting held on August 2, 2016, constituted the Share Allotment Committee of the Board of Directors. During the financial year 2016-17, the Committee met ten times i.e. on November 03, 2016, December 21, 2016, January 5, 2017, January 16, 2017, January 30, 2017, February 15, 2017, February 17, 2017, March 01, 2017, March 09, 2017 and March 22, 2017. The below table gives the composition and attendance record of the Share Allotment Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Mr. Ravi Shanker Jhunjhunwala

Chairman

10

8

2.

Mr. Siddharth Mehta

Member

10

10

3.

Mr. Vikas Agarwal

Member

10

9

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As per provisions of Section 177 of Companies Act, 2013 inter alia, it provides for a mandatory requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy'' or “Vigil System” for employees and Directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy. Accordingly, a Whistle Blower Policy has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counsellor / Chairman of the Audit Committee of the Company.

The Whistle Blower Policy (Vigil System) of the Company may be accessed on its website at the link: http:// www.tciil.in/file-basket/Whistle-Blower-Policy-1458742359.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has no women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

Sl. No.

No. of complaints received

No. of complaints disposed off

1

NIL

N.A.

Policy on Directors’ appointment and remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and can be accessed on the Company''s website at the link: http://www.tdil.in/file-basket/Nomination-&-Remuneration-Policy-1458742293.PDF

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Risk Management

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

Declaration by Independent Directors (IDs)

Mr. Sushil Kumar Jiwarajka, Mr. Ravishankar Jhunjhunwala, Mr. Siddharth Mehta and Mrs. Anuradha Bhalla are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013.

Board Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2016-17.

Material Changes

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise, if any, mentioned in this Director''s Report.

There had been no changes in the nature of company''s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this Directors'' Report.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, which were required to be transferred to Investor Education and Protection Fund (IEPF) as per the Act.

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

Acknowledgement

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

D. P. Agarwal S. K. Warerkar

Director Executive Director

(DIN: 00084105) (DIN: 02088830)

Place: Mumbai

Date : May 11, 2017


Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Fifty First Annual Report and the Audited Statement of Accounts of TCI Industries Limited (“the Company”) for the year ended March 31, 2016.

Financial Performance

The summarized standalone results of your Company are given in the table below. (Rs In .000)

Particulars

Financial Year ended

Standalone

31/03/2016

31/03/2015*

Total Income

30102

12262

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

(4209)

(3962)

Finance Charges

-

-

Depreciation

(323)

734

Provision for Income Tax (including for earlier years)

-

-

Net Profit/(Loss) After Tax

(4532)

(4696)

Profit/(Loss) brought forward from previous year

(247427)

(242495)

Add: Adjustment as per Sch II to the Companies Act, 2013

-

(236)

Profit/(Loss) carried to Balance Sheet

(251959)

(247427)

*previous year figures have been regrouped/rearranged wherever necessary.

Performance Review

During the year under review, your Company achieved higher revenue of Rs. 301.02 lakhs as compared to previous year of Rs. 122.62 lakhs, which was mainly due to increase in textile trading revenue by 260.80%. The revenue from services income also increased by 55.31%. The Net Loss After Tax reduced slightly to Rs. 45.32 lakhs as compared to Rs. 46.96 lakhs in previous year.

Due to increase in employee benefit expenses and other expenses including Legal/professional fees, repairs & maintenance, security expenses etc. the loss remain at the same level of previous year.

Company’s Property at Colaba - Mumbai

As stated in earlier reports, the SLP filed by the Company in Supreme Court, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was admitted and is pending for hearing. As Stated in the earlier reports, the Company''s SLP in the Supreme Court challenging the order of Bombay High Court in the matter of jurisdiction of the Monitoring committee on the ground that the company''s property being in CRZ II area, Development Control Rules 1967 are applicable and not the Development Control Regulations 1991, was admitted by the Supreme Court and further proceedings of the Committee have been stayed.

Outlook

The management is making efforts to increase the revenue from services by giving more thrust to this segment and it is expected that with the increased revenue, the Company will be able to reduce the loss in the current financial year.

Dividend

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company''s operations in future.

Deposits

During the year under review, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

Internal Financial Controls

The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Directors and Key Managerial Personnel

During the year under review Mr. Amit A. Chavan was appointed as Asst. Company Secretary and Chief Financial Officer of the Company with effect from June 15, 2015.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Siddhartha Agarwal was appointed as Additional Director designated as Non-Executive Director w.e.f. May 20, 2016 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Siddhartha Agarwal for appointment as Director of the Company.

Further, pursuant to the applicable provisions of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Dharmpal Agarwal, Mr. Ashok Kumar Agarwal, and Mr. Vikas Agarwal, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Mr. Satyanarayan Agarwal has resigned as Director of the Company w.e.f. May 20, 2016. The Board has appointed him as Chairman Emeritus of the Company in view of his long association with the Company and considering the services rendered by him to the Company during his tenure as Director of the Company.

Directors’ Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) 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, 2016 and of the loss of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

(e) 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

(f) 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.

Statutory Auditors, their Report and Notes to Financial Statements

M/s. R S Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint M/s. R S Agarwala & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual general Meeting of the Company.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. Chandanbala Jain & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this report. The report is self-explanatory and do not call for any further comments.

Share Capital

A) Bonus Shares

No bonus shares were issued during the financial year 2015-16.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2015-16.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2015-16.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2015-16

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

During the year under review, there was no change in the Share Capital of the Company.

As on March 31, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 89,67,910/-, comprising 8,96,791 Equity shares of Rs.10/- each.

Extract of the Annual Return

Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 2.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2016, the Company had no subsidiary / joint ventures / associate companies.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Board''s Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

S. No.

Name of Director/KMP and Designation

Remuneration of Director/KMP for financial year 2015-16 (in Rs.)

% increase in Remuneration in the financial year 2015-16

Ratio of remuneration of each Director/to median remuneration of employees

Comparison of the Remuneration of the KMP against the performance of the Company

1

Mr. Sushil Kumar Jiwarajka, Chairman and Independent Director

60,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

2

Mr. S. N. Agarwal,

Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

3

Mr. D. P. Agarwal,

Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

4

Mr. Mahendra Agarwal, Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

5

Mr. Ashok Kumar Agarwal, Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

6

Mr. Vikas Agarwal

NIL

NIL

Not Applicable

Not Applicable

7

Mr. Ashish Agarwal, Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

8

Mr. Utsav Agarwal,

Non Executive Director

NIL

NIL

Not Applicable

Not Applicable

9

Mrs. Vaijayanti Pandit, Independent Director

1,00,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

10

Mr. Ravi Shanker Jhunjhunwala, Independent Director

80,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

11

Mr. Siddharth Mehta, Independent Director

80,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

12

Mr. S. K. Warerkar, Executive Director

33,11,808

9.24

9.82

Loss Before Tax and Loss After Tax of the Company reduced slightly in financial year 2015-16 and the revenue during the financial year increased by over 145%.

13

Mr. Amit A. Chavan, Asst. Company Secretary & CFO*

2,28,647

Not Applicable

Not Applicable

*Appointed as Asst. Company Secretary & CFO w.e.f. 15.06.2015

Notes:-

i) Median remuneration of employees of the Company during the financial year 2015-16 was Rs. 3,37,212/-.

ii) Median remuneration of employees of the Company during the financial year 2014-15 was Rs. 2,69,429/-. In the financial year, there was an increase of 25.16% in the median remuneration of employees due to increase in number of employees employed during the year and marginal increase in the Executive Director''s remuneration.

iii) There were 5 confirmed employees on the rolls of the Company as on 31st March 2016.

iv) Relationship between average increase in remuneration and company performance- Average Remuneration decreased during the year 2015-16 by 16.90% & the revenue during the financial year increased by over 145%.

v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company:-

There was increase in the remuneration of Key Managerial Personnel by 9.24%, where the revenue of the Company increased by over 145%.

vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2016 was Rs. 112.10 Crores (Rs. 100.53 Crores as on 31st March 2015)

b) Price Earnings Ratio of the Company was -172.18 as at 31st March 2016 and was -213.93 as at 31st March 2015.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable

vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2015-16, no employee received remuneration in excess of the highest-paid Director.

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

OTHER DISCLOSURES:

Details of Board meetings

During the year, 05 number of Board meetings were held, details of which are given below:

Date of the meeting

No. of Directors attended the meeting

May 08, 2015

09

August 01, 2015

05

October 17, 2015

10

February 09, 2016

11

March 18, 2016

09

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No.

Name

Chairman/ Members

1

Mr. Ravi Shanker Jhunjhunwala*

Chairman

2

Mr. Vikas Agarwal

Member

3

Mr. Sushil Kumar Jiwarajka#

Member

*Mr. Ravi Shanker Jhunjhunwala was a Member of the Committee upto February 09, 2016 and then he was appointed as Chairman of the Committee w.e.f. February 09, 2016.

#Mr. Sushil Kumar Jiwarajka ceased to be the Chairman of the Committee w.e.f. February 09, 2016.

During the year 2015-16, the Committee met Four Times i.e. on May 08, 2015, July 31, 2015, October 17, 2015 and February 09, 2016.

b. Stakeholders’ Relationship Committee

Sl. No

Name

Chairperson/ Members

1

Mrs. Vaijayanti Pandit

Chairperson

2

Mr. Ashok Kumar Agarwal

Member

3

Mr. Ashish Agarwal

Member

4

Mr. S. K. Warerkar

Member

During the year 2015-16, the Committee met Three Times

i.e. on May 08, 2015, October 17, 2015 and February 09, 2016.

c. Nomination and Remuneration Committee

Sl. No.

Name

Chairman/ Members

1

Mr. Siddharth Mehta

Chairman

2

Mr. Ravi Shanker Jhunjhunwala

Member

3

Mr. Sushil Kumar Jiwarajka

Member

4

Mr. Mahendra Agarwal

Member

During the year 2015-16, the Committee met once on June 04, 2015.

d. Risk Management Committee

Sl. No.

Name

Chairman/ Members

1

Mr. S. K. Warerkar

Chairman

2

Mr. Vikas Agarwal

Member

3

Mr. Ashish Agarwal

Member

During the year 2015-16, the Committee met once on October 17, 2015.

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As per provisions of Section 177 of Companies Act, 2013 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy'' or “Vigil System” for employees and Directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy. Accordingly, a Whistle Blower Policy has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counselor / Chairman of the Audit Committee of the Company.

The whistle blower Policy (Vigil System) of the Company may be accessed on its website at the link: http://tciil.in/ downloads.htm.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has no women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

S.

No. of complaints

No. of complaints

No.

received

disposed off

1

NIL

N.A.

Policy on directors’ appointment and remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and may be accessed on the Company''s website at the link: http://tciil.in/downloads.htm.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Risk Management

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically submits its Report to the Board on various issues along with its recommendations and comments for Board''s review and necessary action.

Declaration by Independent Directors (IDs)

Mr. Sushilkumar Jiwarajka, Mr. Ravishankar Jhunjhunwala, Mr. Siddharth Saumil Mehta and Mrs. Vaijaiyanti Pandit are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

Board Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2015-16.

Material Changes

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of company''s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Also, the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 are not applicable to the Company.

Acknowledgement

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

For TCI Industries Limited

D. P. Mahendra

Agarwal Agarwal

Place: Mumbai Director Director

Date: May 20, 2016 (DIN: 00084105) (DIN: 00179779)


Mar 31, 2014

Dear Shareholders,

The directors take pleasure in presenting this Forty Ninth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2014.

FINANCIAL RESULTS (Rs. In ''000)

Financial Results 2013 – 14 2012 – 13

Income 83283 39248 Profit (Loss) before Interest,

Depreciation & Taxation (1790) (7653)

Less : Interest - 20

Depreciation (Net) 234 543

Profit /(Loss) before taxes (2024) (8216)

Taxes - -

Profit /(Loss) after tax (2024) (8216)

Balance brought forward (240471) (232255)

Balance carried forward (242495) (240471)

During the year the Company could achieve higher cloth trading volume resulting in higher income compared to the previous year, thereby resulting in lower loss compared to previous year..

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

COMPANY''S PROPERTY AT COLABA – MUMBAI

As informed in the last report, the SLP filed by the Company in the Supreme Court, challenging the order of the Hon. Bombay High Court in writ petition, was admitted and is pending for hearing.

The company in the previous year, had filed writ petition before Bombay High Court, challenging the jurisdiction of Monitoring Committee appointed by the State Government under Development Control Regulations of Greater Mumbai 1991 to oversee development of mill lands, on the main ground that since the company''s property at Colaba is falling in CRZ II area, Development Rules of Greater Mumbai 1967 are applicable as per established legal position & not the DCR 1991. However, the Monitoring Committee & the Bombay High Court, did not accept the company''s contention and held that the said Monitoring Committee has jurisdiction over company. The company has challenged the order of Bombay High Court by a SLP in the Supreme Court which has been admitted & further proceedings of the said committee have been stayed.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Appointment

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Agarwal, Mr. Ashok Agarwal and Mr. D.P. Agarwal retire by rotation and being eligible, offer themselves for re- appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

The Company has received a letter from them to the effect that their re–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 re–appointment.

AUDITOR''S REPORT

The observations made by the Auditor''s in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2014 is annexed to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board TCI Industries Limited

S.N. Agarwal D. P. Agarwal Director Director

Place : Gurgaon Date : May 24, 2014


Mar 31, 2013

Dear Shareholders,

The directors take pleasure in presenting this Forty Eighth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. In ''000)

Financial Results 2012 - 13 2011 - 12

Income 39248 13356

Profit (Loss) before Interest, Depreciation & Taxation (7653) (19283)

Less : Interest 20 91

Depreciation (Net) 543 547

Profit /(Loss) before taxes (8216) (19921)

Taxes

Profit /(Loss) after tax (8216) (19921)

Balance brought forward (232255) (212334)

Balance carried forward (240471) (232255)

During the year the Company could achieve higher cloth trading volume resulting in higher income compared to the previous year. The loss during the year is not comparable to previous year as certain expenses, which in the past were capitalized as Property Development Expenses, were reversed and charged to P & L account during the previous year.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

COMPANY''S PROPERTY AT COLABA – MUMBAI

As informed in the last report, the SLP filed by the Company challenging the order of the Hon. Bombay High Court in writ petition, has been admitted and is pending for hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Appointment

Mr. Sunil K. Warerkar was appointed as Director in the last AGM and consent of the members was accorded for his appointment as Executive Director for a period of 3 years w.e.f. April 01, 2012 subject to required approvals from Central Government and such other approval as may be necessary. The required approvals in respect of his appointment have since been received.

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. N. Agarwal, Mr. Ashish Agarwal and Mr. M. K. Agarwal retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

The Board has appointed Mr. Utsav Agarwal as Additional Director w.e.f. May 15, 2013. Pursuant to Section 260 of The Companies Act, 1956, he holds office up to the date of the ensuing Annual General Meeting. His appointment needs to be confirmed by the members in the General Meeting. The Company has already received notice u/s 257 of the Companies Act, 1956 from one of the members of the Company proposing his candidature for the position as Director. The details about Mr. Utsav Agarwal are given here under as per requirement of listing agreement with Stock Exchange.

1. Name - Mr. Utsav Agarwal

2. Date of Birth – 03/02/1985

3. Date of Appointment – 15/05/2013

4. Expertise in Specific functional area – More than 5 years of experience in the fields of market research, finance and business development etc.

5. Qualification – Graduated from Bradley University, Peoria, ILLINOIS with a major in Bachelor of Science in Industrial Engineering and a minor in ''Business Administration''.

6. Directorships held in other Companies – Bhoruka Fabcons Private Limited.

7. Committee Positions held in other Companies – NIL

8. No. of shares held – 3000

Cessation

Your Directors inform with grief the sad demise of Mr. P. L. Poddar, the Director due to old age on April 01, 2013. His contribution to the Company is well recognized by the Board.

Mr. R.K. Aggarwal resigned from Directorship of the Company with effect from May 15, 2013. Your Directors place on record their appreciation for the valuable and devoted services rendered by him.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re-appointment.

AUDITOR''S REPORT

The observations made by the Auditor''s in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2013 is annexed to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

TCI Industries Limited

S.N. Agarwal D. P. Agarwal

Director Director

Place : Gurgaon

Date : May 15, 2013


Mar 31, 2012

The directors take pleasure in presenting this Forty Seventh Annual Report and Audited Statement of Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS (Rs. In 000)

Financial Results 2011 -12 2010-11 Income 13356 11478 Profit (Loss) before Interest, Depreciation & Taxation (19283) (3932)

Less : Interest 91 180

Depreciation (Net ) 547 472

Profit/(Loss) before taxes ( 19921) (4584)

Taxes (FBT) - 2

Profit/(Loss) after tax (19921) (4586)

Balance brought forward (212334) (207748)

Balance carried forward (232255) (212334)

Due to market conditions, the value of the cloth traded during the year was marginally higher than the value of the cloth traded in the previous year. The higher loss in the year is mainly due to certain expenses, which in the past were capitalized as Property Development Expenses, now reversed and charged to P & L account during the year.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

COMPANY'S PROPERTY AT COLABA - MUMBAI

The writ petition filed by the company against the rejection of the plans by Municipal Corporation of Greater Mumbai, has been disallowed by the Hon'ble Bombay High Court by it's judgment & order dated December 19, 2011.

The Company, as advised by its legal advisors, has filed a Special Leave Petition in the Hon'ble Supreme Court of India which has been admitted and is pending for hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vikas Agarwal, Mr. Ashok Agarwal and Mr. D. P Agarwal retire by rotation and being eligible, offer themselves for re- appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

Mr. Siddhartha Agarwal has been appointed as Alternate Director to Mr. S. N. Agarwal and Mr. Dhruv Agarwal has been appointed as Alternate Director to Mr. M. K. Agarwal w. e. f. 18-01-2012 by the Board during the year. The details about them are given here under as per requirement of listing agreement with Stock Exchange.

a) MR. SIDDHARTHA AGARWAL

1. Name - Mr. Siddhartha Agarwal

2. Date of Birth - 29/04/1975.

3. Date of Appointment - 18/01 /2012

4. Expertise in Specific functional area -10 years in Infrastructure projects and real estate

5. Qualification - Graduate in Economics and Industrial Management from Carnegie Mellon University, Pittsburgh USA.

6. Directorship held in other Companies - Prabhu Structures Ltd..

7. Committee positions held in other companies

- NIL

8. No. of shares held - 27197

b) MR. DHRUV AGARWAL

1. Name - Mr. Dhruv Agarwal

2. Date of Birth - 19/11/1984

3. Date of Appointment - 18/01 /2012

4. Expertise in Specific functional area - 4 years in operations, projects development and business analyst.

5. Qualification - Graduate in Economics.

6. Directorship held in other Companies-ITAG Infrastructure Ltd.

7. Committee positions held in other Companies

- NIL

8. No. of shares held - NIL

The Board has appointed Mr. Sunil K. Warerkar as Additional Director w. e. f. 01-04-2012. Pursuant to Section 260 of The Companies Act, 1956, he holds office up to the date of the ensuing Annual general Meeting. His appointment needs to be confirmed by the members in the General Meeting. The Company has already received notice u/s 257 of the Companies Act, 1956 from one of the members of the Company proposing his candidature for the position as Director.

The details about Mr. Sunil Warerkar are given here under as per requirement of listing agreement with Stock Exchange.

1. Name - Mr. Sunil Warerkar

2. Date of Birth - 08/07/1955

3. Date of Appointment - 01/04/2012

4. Expertise in Specific functional area - 30 years in Project Planning & Execution, Finance, Legal / Commercial Matters and General Administration.

5. Qualification - Graduate in Commerce (B. Com) from University of Mumbai.

6. Directorships held in other Companies-Prabhu Structures Ltd..

7. Committee Positions held in other Companies

a) Member - Audit Committee in Prabhu Structures Ltd.

b) Member - Shareholder Committee in Prabhu Structures Ltd.

8. No. of shares held - 11

The Board has further decided to designate and appoint Mr. Sunil K. Warerkar as Executive Director of the Company w. e. f. 01 /04/2012 for a period of 3 years from the said date subject to the approval of the members and subject to any other approval as required by Law including the approval of Central Government.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re-appointment.

AUDITOR'S REPORT

The observations made by the Auditor's in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2012 is annexed to the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1) (e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

TCI Industries Limited

Place . Gurgaon D p Agarwal Ashok Agarwal

Date .May 30,2012 Director Director


Mar 31, 2011

The directors take pleasure in presenting this Forty Sixth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS (Rs. In 000)

Financial Results 2010-11 2009-10

Income 11478 54669

Profit (Loss) before Interest,

Depreciation & Taxation (3932) (13)

Less : Interest 180 132

Depreciation (Net) 472 539

Profit /(Loss) before taxes (4584) (684)

Taxes 2 18

Profit /(Loss) after tax (4586) (702)

Balance brought forward (207748) (207046)

Balance carried forward (212334) (207748)

Due to market conditions, the trading during the year was low compared to previous year. Due to this lower income, the working of the company has resulted in higher loss compared to previous year.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

COMPANYS PROPERTY AT COLABA - MUMBAI

In the previous years report, your Directors had informed that though written pleadings in the matter of the Writ Petition filed by the Company in the Honble High Court of Mumbai, against the Municipal Corporation of Greater Mumbai & the Defence Department are over but the final hearing of the matter did not take place even though on few occasions the matter was listed for final hearing.

The final hearing in the matter is still pending since the matter did not come up for hearing during the year.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S.N. Agarwal, Mr. R.K. Agarwal and Mr. Ashish Agarwal retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re- appointment.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2011 is annexed to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

Place : New Delhi For TCI Industries Limited

Date : May 18, 2011 S. N. Agarwal

Chairman


Mar 31, 2010

The directors take pleasure in presenting this Forty Fifth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS (Rs. In 000) Financial Results 2009-10 2008-09 Income 54669 66924 Profit (Loss) before Interest, Depreciation & Taxation (13) (101) Less: Interest 132 82 Depreciation (Net) 539 490 Profit (Loss) before taxes (684) (673) Taxes (FBT) 18 117 Profit (Loss) after tax (702) (790) Balance brought forward (207046)(206256) Balance carried forward (207748)(207046)

Due to market conditions, the trading during the year was low compared to previous year resulting in the loss.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

COMPANYS PROPERTY AT COLABA - MUMBAI

In the previous years report, your Directors had informed that the written pleadings in the matter of the Writ Petition filed by the Company in the Honble High Court of Mumbai, against the Municipal Corporation of Greater Mumbai & the Defence Department are over and the matter is due for final hearing & disposal. During the year the final hearing of the matter did not take place even though on few occasions the matter was listed for final hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D.R Agarwal, Mr. M.K. Agarwal and Mr. P.L. Poddar retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re- appointment.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2010 is annexed to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board For TCI Industries Limited Place : Mumbai S. N. Agarwal Date : May 21,2010 Chairman

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