Mar 31, 2023
Your Directors have immense pleasure in presenting the Twenty-Eighth Annual Report of Transport Corporation of India Ltd. (the "Company") together with the Audited Financial Statements for the Financial Year (FY) ended 31st March 2023.
FINANCIAL HIGHLIGHTS- STANDALONE & CONSOLIDATED
(Rs. in Mn) |
||||||
Particulars |
Standalone |
Consolidated |
||||
FY 2022-23 |
FY 2021-22 |
% Growth |
FY 2022-23 |
FY 2021-22 |
% Growth |
|
Total Revenues |
34,925 |
29,357 |
18.97% |
38,128 |
32,766 |
16.36% |
Profit before tax & exceptional items |
3,439 |
3,031 |
13.46% |
3,674 |
3,305 |
11.16% |
Exceptional item |
10 |
34 |
- |
|||
Profit before tax |
3,429 |
3,0 31 |
13.13% |
3,640 |
3,305 |
10.14% |
Tax |
394 |
357 |
10.36% |
4 34 |
377 |
15.12% |
Profit after tax |
3,035 |
2,674 |
13.50% |
3,206 |
2,928 |
9.49% |
EPS (Basic) (in K) |
39.18 |
34.63 |
13.14% |
40.96 |
37.50 |
9.23% |
EPS (Diluted) (in K) |
39.05 |
34.48 |
13.25% |
40.83 |
37.34 |
9.35% |
FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
On consolidated basis, the revenues were at K 38,128 Mn as compared to K 32,766 Mn in the previous year with a growth of 16.36% while the profit after tax stood at K 3,206 Mn as compared to K 2,928 Mn in the previous year resulting in growth of 9.49%.
On standalone basis, the revenues were at K 34,925 Mn as compared to K 29,357 Mn in the previous year with a growth of 18.97% while the profit after tax stood at K 3,035 Mn as compared to K 2,674 Mn in the previous year with an increase of 13.50%.
During the year under review, 235,525 Equity Shares were allotted to the eligible employees of the Company upon exercise of stock options. Consequently, the paid up share capital stood increased from K 154,655,850 divided into 77,327,925 shares of K 2/- each to K 155,126,900 divided into 77,563,450 shares of K 2/- each.
These shares rank pari passu with the existing Equity Shares of the Company, in all respects. The Company has not issued any Equity Shares with differential rights, sweat equity shares or bonus shares during the year under review.
Based on the Company''s performance, the Board has recommended a Final Dividend @100% (K 2/- per share) for FY 2022-23, subject to the approval of Shareholders in the ensuing Annual General Meeting (AGM).
This is in addition to Interim Dividends declared during the year as tabulated below:
Dividend Type |
% of Dividend |
Dividend per share (in ^) |
Date of Declaration |
Payout Date |
1st Interim Dividend |
125 |
2.50 |
29th October 2022 |
14th November 2022 |
2nd Interim Dividend |
125 |
2.50 |
30th January 2023 |
14th February 2023 |
The dividend so declared/recommended is in line with the Dividend Distribution Policy of the Company which is available on the Company''s website at the link: http://cdn.tcil.in/website/tcil/policies/Dividend%20Distribution%20Policy.pdf
For FY 2022-23, K 1,700 Mn were transferred to General Reserves.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
MATERIAL CHANGE IN NATURE OF BUSINESS
During the year under review, there was no material change in the nature of Company''s business.
TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF
The details of unpaid or unclaimed dividend(s) & shares transferred to Investor Education and Protection Fund ("IEPF") during the
year, pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report (CGR) forming part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 9 subsidiaries including step down subsidiaries, 1 Joint Venture and 1 Associate Company. During the year, TCI Brazil Logistica Ltda and TCI Holdings Netherlands B.V., step down subsidiaries of the Company, have been liquidated.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
The audited financial statement including the consolidated financial statement of the Company and annual accounts of the subsidiaries are available on the website of the Company at www.tcil.com. Any shareholder interested in obtaining copy of the same may write to the Company Secretary @ [email protected]. The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company''s website at the link: http://cdn.tcil.in/website/tcil/policies/Policy%20on%20 Material%20Subsidiarv%2004.08.2021.pdf.
DETAILS OF LOANS/GUARANTEES/ INVESTMENT MADE
The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.
During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, all contracts / arrangements / transactions entered by the Company with the related parties were in the ordinary course of business and on arm''s length basis. There were no transactions during the year under review attracting the provisions of Section 188(1) of the Act. Hence, information in Form AOC-2 is not applicable.
Further, during the year, the Company had not entered into any contract(s)/ arrangement(s) / transaction(s) with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Audit Committee and the Board of Directors, is placed on the Company''s website at the link: https://cdn.tcil.in/website/tcil/policies/Related%20 partv%20transaction%20policv%202021-22.pdf
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the MDA is set out & forms part of this Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best governance practices. The CGR, as stipulated under the SEBI Listing Regulations, forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In compliance with the SEBI Listing Regulations, the BRSR describing the initiatives taken by the Company from environmental, social and governance perspectives form part of this Annual Report.
In accordance with Section 92(3) of the Act, the annual return in Form No. MGT-7, is available on the Company''s website at the link: http://cdn.tcil.in/website/tcil/financial-reports/annual-reports/2022-2023/An n ua l%20Retu rn.pdf
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
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 at the end of FY 2022-23 and of the profit of the Company for that period;
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 operating effectively; and
f. adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
⢠Retire by rotation
As per the provisions of Section 152 of the Act, Mr. S N Agarwal and Mr. D P Agarwal, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing AGM of the Company.
⢠Re-appointment
The current tenures of Mr. D P Agarwal, Chairman & Managing Director and Mr. Vineet Agarwal, Managing Director, are expiring on 31st July 2023 and 30th June 2023 respectively. Based upon the recommendation of the Compensation/ Nomination & Remuneration Committee ("CNRC"), it is proposed to appoint them for a further period of 5 (five) years each, subject to the approval of shareholders in the ensuing AGM.
⢠Key Managerial Personnel (KMPs)
There were no changes in the KMPs of the Company during the year.
NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Boa rd were held during the yea r under review. For details of meetings of the Board, please refer CGR forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.
As on 31st March 2023, the Board of Directors has constituted the Audit Committee, the Risk Management Committee, the Stakeholders Relationship Committee, the Compensation/ Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Share Transfer Committee, the Corporate & Restructuring Committee & the Executive Authorization Committee.
The details on the composition of the Board and its committees are provided in the CGR.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held during the year under review. For details of meeting, please refer CGR, forming part of this Annual Report.
DECLARATIONS BY INDEPENDENT DIRECTORS
Each of the Independent Directors have submitted declarations that they meet the criteria of independence as provided in the Act and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Based on the declaration received from all the Independent Directors and also in the opinion of the Board, all independent Directors possess integrity, expertise, experience & proficiency and are independent of the management.
During the year under review, none of the Non-Executive Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees and commission.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with IICA in terms of Section 150 of the Act and rules made thereunder. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as mandated under Section 178 of the Act, is available on the Company''s website at the link: http://cdn.tcil.in/website/tcil/policies/ Nomination%20and%20Remuneration%20Policy.pdf. The brief particulars are given in the CGR, forming part of the Annual Report.
The details with respect to training and familiarization programs can be accessed at https://cdn.tcil.in/website/ tcil/corporate-governance/familarisation-programme-of-independent-directors/Familiarisation%20Programme%20for%20 Independent Directors.pdf
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The CNRC has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. ln a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors, performance of the Board as a whole and the Committees of the Board. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the CNRC and Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.
AUDITORS AND AUDITORS'' REPORT⢠STATUTORY AUDITORS
The Members of the Company in the AGM held on 2nd August 2022, had appointed M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S) as Statutory Auditors of the Company for the 2nd term of 5 (five) consecutive years till the conclusion of 32nd AGM to be held in the calendar year 2027.
The Statutory Auditors'' Report for FY 2022-23 does not contain any qualification, reservation or adverse remark.
The Secretarial Audit was carried out by M/s. Vinod Kothari & Company, Practicing Company Secretaries for FY 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure-I and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, under Section 143 (12) of the Act, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, any instances of material fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards'' Report.
Pursuant to Section 138 of the Act & rules made thereunder, Mr. Naveen Gupta, a qualified Chartered Accountant in whole time employment of the Company, acts as Chief Internal Auditor of the Company.
The Company is required to maintain cost records of its Energy Division as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, the Company has been maintaining the records as required. The Company does not falls under the statutory limit as prescribed under Section 148 of the Act and rules made thereunder for conducting Cost Audit.
The Equity Shares of the Company are listed on the BSE Ltd. (''BSE'') and the National Stock Exchange of India Ltd. (''NSE'').
The Company has complied with the mandatory Secretarial Standards (''SS'') issued by the Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY
The Company primarily undertakes social initiatives through its CSR arm "TCI Foundation" in the areas of healthcare, education, sports, community development and skill development/ employment generation etc.
As per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, TCI Foundation is duly registered for undertaking CSR activities with Registration number CSR00000298.
The Company''s CSR Policy is available on its website at https://cdn.tcil.in/website/tcil/policies/CSR%20POLICY%202023. pdf.
The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-II of the Boards'' Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the MDA, which forms part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS
During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
FY 2022-23 was the year of transition of HR function, from being a mere support function to a strategic business partner, as the department redefined the work & the workforce to become an integral part of the business.
The last three years of pandemic taught the Company successfully dealing with supply chain crisis, circumventing inflation, managing hybrid work environment, and maintaining continuous business growth amid these disturbances.
Few key strategic initiatives undertaken in recent past by HR team were:
⢠Employee engagement activities
⢠Promoting general well-being/safety
⢠Promoting gender equality & sustainability
⢠Digitalization of HR activities
HR is constantly working towards being an integral part of the business through its above mentioned strategic activities/ interventions & remains the torchbearer of the Company''s "CORE" Value System.
The information required under Section 197 of the Act, is given under Annexure-III to this Report.
The statement as required under Section 197(12) of the Act & rules made thereunder, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
Pursuant to Employee Stock Option Plan 2017- 2nd, 3rd & 4th tranche, 235,525 Equity Shares were allotted to the eligible employees of the Company during the year under review.
With regard to the above, the disclosures as stipulated under the SEBI Regulations as on 31st March 2023 are provided in Annexure-IV to this report.
The Risk Management Committee ("the Committee") is tasked to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.
The Committee reviews the risks applicable on the Company at regular intervals and the necessary steps being taken by the Company to mitigate those risks. In the opinion of the Committee & the Board, there are no such risks, which may threaten the existence of the Company. The Company has a robust Risk Management Policy which is reviewed from time to time.
The details of the Committee are included in the CGR forming part of this annual report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy.
As per the requirement of the POSH Act and rules made thereunder, the Company has constituted an Internal Committee known as the Prevention of Sexual Harassment (POSH) Committee, to inquire and redress complaints received regarding sexual harassment.
During the year under review, no complaint was filed under the POSH Act.
VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy.
The Ethics and Whistle Blower Policy provides for direct access to the Chairman of the Audit Committee. The policy is put up on the Company''s website and can be accessed at: http://cdn.tcil. in/website/tcil/policies/Ethics%20and%20Wisthle%20Blower%20 Policy.pdf.
During the year, no complaints/grievances were filed under the mechanism.
CONSERVATION OF ENERGY & RESEARCH ANDDEVELOPMENT
The particulars as prescribed under Section 134(3)(m) of the Act & rules made thereunder are enclosed as Annexure-V to the Boards'' Report.
APPLICATION UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016
During the year under review, there is no application made/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
VALUATION AT THE TIME OF ONE TIME SETTLEMENT
During the year under review, the Company has not entered into any one time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.
The Company gratefully acknowledges its stakeholders viz. customers, vendors, investors, bankers and employees for their continued support during the year and to believe and appreciate our "CORE" Value System. The Company places on record its appreciation of the contribution made by its employees at all levels. The consistent growth of the Company was made possible by their hard work, solidarity, co-operation and support.
The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from various departments of Central and State Government, Organizations and Agencies to the Company.
For and on behalf of Board of Directors
Place: Gurugram D P AGARWAL
Date: 18th May 2023 Chairman & Managing Director
Mar 31, 2022
Your Directors have immense pleasure in presenting the Twenty-Seventh Annual Report of Transport Corporation of India Ltd. (the "Company") together with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2022.
1. FINANCIAL HIGHLIGHTS- STANDALONE & CONSOLIDATED
Particulars |
Standalone |
Consolidated |
||||
FY 2021-22 |
FY 2020-21 |
(% Growth) |
FY 2021-22 |
FY 2020-21 |
(% Growth) |
|
Total Revenues |
29 3.5/0 |
248,718 |
18.0 3 |
327,659 |
282,7 86 |
15.87 |
Profit before tax |
30,309 |
15,620 |
94.04 |
3 3,047 |
17,425 |
89.65 |
Tax |
3,566 |
2,143 |
66.40 |
3,765 |
2,38 3 |
5 7.99 |
Profit after tax |
26,743 |
13,477 |
98.43 |
29,282 |
15,042 |
94.67 |
EPS (Basic) (in '') |
34.63 |
17.52 |
97.66 |
37.50 |
19.12 |
96.13 |
EPS (Diluted) (in '') |
34.48 |
17.47 |
97.37 |
37.34 |
19.07 |
95.80 |
FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
On a consolidated basis, the revenues were at '' 327,659 Lakhs as compared to '' 282,786 Lakhs in the previous year with a growth of 15.87% while the profit after tax stood at '' 29,282 Lakhs as compared to '' 15,042 Lakhs in the previous year resulting in growth of 94.67%.
On a standalone basis, the revenues were at '' 293,570 Lakhs as compared to '' 248,718 Lakhs in the previous year with a growth of 18.03% while the profit after tax stood at '' 26,743 Lakhs as compared to '' 13,477 Lakhs in the previous year with an increase of 98.43%.
2. CHANGE IN CAPITAL STRUCTURE
During the year under review, 228,175 Equity Shares were allotted to the eligible employees upon exercise of stock options. Consequently, the paid up share capital stood increased from '' 154,199,500 divided into 77,099,750 shares of '' 2/- each to '' 154,655,850 divided into 77,327,925 shares of '' 2/- each.
These shares rank pari passu with the existing Equity Shares of the Company, in all respects. The Company has not issued any Equity Share with differential rights, sweat Equity Shares or bonus shares during the year under review.
Based on the Company''s performance, the Board has recommended a Final dividend @ 100% ('' 2/- per share) for the FY 2021-22 subject to the approval of Shareholders in the ensuing Annual General Meeting (AGM).
This is in addition to interim dividends declared during the year, as tabulated below:
Dividend Type |
% of Dividend |
Dividend per share (in '') |
Date of Declaration |
1st Interim Dividend |
100 |
2.00 |
28th October, 2021 |
2nd Interim Dividend |
100 |
2.00 |
27th January, 2022 |
The dividend so recommended/declared, is in line with the Dividend Policy of the Company which is available on the Company''s website at the link: http://cdn.tcil.in/ website/tcil/policies/Dividend%20Distribution%20Policy. pdf.
For FY 2021-22, ''7,000 Lakhs were transferred to general
5. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
6. MATERIAL CHANGES IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of Company''s business.
7. TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF
The details of unpaid or unclaimed dividend(s) & shares transferred to IEPF during the year, pursuant to the applicable provisions of the Companies Act, 2013 (the Act), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report forming part of this Annual Report.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 11 subsidiaries including step down subsidiaries, 01 Joint Venture and 01 Associate Company. During the year, TCI-CONCOR Multimodal Solutions Pvt. Ltd. (TCI-CONCOR), one of the subsidiaries of the Company, was material as defined under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) and the Company''s policy on material subsidiary.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 forms part to the financial statements of the Company.
The audited financial statement including the consolidated financial statement of the Company and annual accounts of the subsidiaries are available on the website of the Company
www.tcil.com. Any shareholder interested in obtaining copy of the same may write to the Company Secretary by email at [email protected].
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at the link: http://cdn.tcil.in/website/tcil/policies/ Policv%20on%20Material%20Subsidiarv%2004.08.2021.pdf.
9. DETAILS OF LOANS/GUARANTEES/ INVESTMENTS MADE
The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.
During the year under review, you r Company has not accepted any deposit within the meaning of section 73 of the Act.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on arm''s length basis.
There were no transactions during the year under review attracting the provisions of section 188(1) of the Act. Hence information in Form AOC-2 is not applicable.
Further, during the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is put up on the Company''s website at the link: http://cdn.tcil.in/website/ tcil/policies/Related%20partv%20transaction%20policv%20 2021-22.pdf
12. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, the Management discussion and Analysis is set out & forms part of the Annual Report.
13. CORPORATE GOVERNANCE REPORT (CGR)
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the SEBI Listing Regulation forms part of this Annual Report.
14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As part of our sustainability journey, during the financial year 2021-22, the Company has taken steps to implement the framework on Environmental, Social and Governance (ESG). At TCI, it was a collective decision to adopt the BRSR ahead of schedule for FY 2021-22 itself. We remain committed towards deepening our engagement with our stakeholders as we strive towards serving the needs of the environment, society as well as our customers
The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct'' and its forming part of the Annual Report
In accordance with Section 92(3) of the Act, the annual return in Form No. MGT-7, is available on the Company''s website at the link: https://cdn.tcil.in/website/tcil/financial-reports/ annual-reports/2021-2022/Annual Return.pdf
16. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY 2021-22 and of the profits of the Company for that period;
c. they 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 frauds and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
⢠Appointment and Reappointments
Mr. Ashish Bharat Ram ceased to be Director of the Company post completion of his two tenures as Independent Director effective from the conclusion of the 26th AGM of the Company. Based upon the recommendations of the Compensation/Nomination and Remuneration Committee, Mr. Vikrampati Sighania was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. 5th July, 2021 by the Board of Directors, for a period of five years to fill the vacancy arising out of above cessation. The shareholders in AGM held on 3rd August, 2021 had approved the appointment of Mr. Vikrampati Sighania. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.
Details of Familiarisation Programme for the Independent Directors are provided separately in the CGR.
Further, as per the provisions of Section 152 of the Act, Mr. Chander Agarwal and Ms. Urmila Agarwal are retiring by rotation and being eligible, offer themselves for re-appointment. A resolution seeking approval of the members for re-appointment and their brief resume along with other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the AGM. ⢠Confirmation with respect to KMPs
As on 31st March, 2022, following are the KMPs of the Company:
- Mr. D P Agarwal, Chairman & Managing Director;
- Mr. Vineet Agarwal, Managing Director;
- Mr. Jasjit Singh Sethi, CEO-TCI Supply Chain Solutions, a Division of the Company;
- Mr. Ishwar Singh Sigar, CEO-TCI Freight, a Division of the Company;
- Mr. R U Singh, CEO-TCI Seaways, a Division of the Company;
- Mr. Ashish Tiwari- Group CFO; &
- Ms. Archana Pandey- Company Secretary & Compliance Officer.
18. NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer CGR forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.
19. MEETING OF INDEPENDENT DIRECTORS
One separate meeting of the Independent Directors was held during the year under review. For details of meeting, please refer CGR, forming part of this Annual Report.
20. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Act and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Based on the declaration received from all the Independent Directors and in the opinion of the Board, all Independent Directors possess integrity, expertise, experience & proficiency and are independent of the management.
During the year under review, none of the Non-Executive Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees or commission.
21. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as mandated under Section 178 of the Act, is available on the Company''s website at the link: http:// cdn.tcil.in/website/tcil/policies/Nomination%20and%20 Remuneration%20Policy.pdf. The brief particulars are given in the CGR, forming part of the Annual Report.
The new Independent Directors inducted into the Board attend an orientation and training program. The details with respect to training and familiarization programs can be accessed at: http://cdn.tcil.in/website/tcil/corporate-governance /familarisation-programme-of-independent-directors/ Familiarisation %20Programme %20for%20 Independent Directors.pdf
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Compensation/Nomination & Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.
ln a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors, performance of the Board as a whole and the Committees of the Board. They also evaluated the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.
As on 31st March, 2022, the Board of Directors has constituted the Audit Committee, the Risk Management Committee, the Stakeholders Relationship Committee, the Compensation/ Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Share Transfer Committee, the Corporate & Restructuring Committee & the Executive Authorization Committee.
The details on the composition of the Board and its committees are provided in the CGR.
24. AUDITORS AND AUDITORS'' REPORT ⢠Statutory Auditors
Pursuant to Section 139 of the Act, M/s. Brahmayya & Co., Chartered Accountants, (Firm Registration No. 000511S) were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the 22nd AGM held on 2nd August, 2017 till the conclusion of 27th AGM. The above term of 5 years is expiring upon conclusion of ensuing AGM.
Accordingly, based on the recommendations of the Audit Committee, the Board of Directors has recommended the re-appointment of M/s. Brahmayya & Co., as Statutory Auditors of the Company, for a 2nd term of 5 consecutive years, to hold office from the conclusion of 27th AGM till the conclusion of 32nd AGM to be held in the calendar year 2027.
M/s. Brahmayya & Co., have confirmed their willingness and 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 reappointment.
The Statutory Auditors'' Report for FY 2021-22 does not contain any qualification, reservation or adverse remark.
⢠Secretarial Audit
The Secretarial Audit of the Company was carried out by M/s. Vinod Kothari & Company, Practicing Company Secretaries, for the FY 2021-22. The Report given by the Secretarial Auditors is annexed as Annexure I and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Audit of TCI-CONCOR, the material subsidiary of the Company, was conducted by M/s. Sanjeev Bhatia & Associates, Practicing Company Secretaries, and their report did not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report of TCI-CONCOR forms part of this report as Annexure I(A) as per requirements of the SEBI Listing Regulations.
During the year under review, under Section 143 (12) of the Act, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee, any instances of material fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s Report.
⢠Internal Audit
Pursuant to Section 138 of the Act & rules made thereunder, Mr. Naveen Gupta, a qualified Chartered Accountant in whole time employment of the Company, acts as Chief Internal Auditor of the Company.
⢠Cost Audit & Records
The Company is required to maintain cost records of its Energy Division as specified by the Central Government under Section 148(1) of the Act. Accordingly, the Company has been maintaining the requisite records. The Company does not falls under the Statutory limit under Section 148 of the Act for conducting Cost Audit.
The Equity Shares of the Company are listed on the BSE Ltd. (''BSE'') and the National Stock Exchange of India Ltd. (''NSE'').
As on 31st March, 2022, there are no Commercial Papers issued by the Company that are listed on any Stock Exchange.
The Company has complied with the applicable Secretarial Standards (''SS'') issued by the Institute of Company Secretaries of India.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company primarily undertakes social initiatives through its CSR arm "TCI Foundation" in the areas of Healthcare, Education, Sports, Community Development and Disaster Management etc.
As per the Companies (CSR Policy) Amendment Rules, 2021 notified on 22nd January, 2021 by the Ministry of Corporate Affairs, TCI Foundation has duly been registered for undertaking CSR activities with Registration number CSR00000298.
The Company''s CSR policy is available at http://cdn.tcil.in/ website/tcil/policies/CSR%20POLICY%2025%20MAY%20 2021.pdf. The Annual Report on CSR activities is appended under Annexure-II to the Board''s Report.
28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Company has implemented robust processes to ensure that all internal financial controls are working effectively.
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this Annual Report.
29. SIGNIFICANT AND MATERIAL ORDERS
During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
30. HUMAN RESOURCE DEVELOPMENT
With COVID-19, everything seems to have undergone a paradigm shift. We had to alter the way we operated, lived, and even breathed. During this pandemic, the Company ensured daily monitoring of health & safety of all employees as well as outsourced workers.
At a very fast pace, the Company adopted tech-driven solutions to variety of problems faced during this period. This, in turn, has helped in enhanced business productivity & increased workforce effectiveness.
The Company have developed state of the art training studio to impart experiential learning. Mini training centers with touchscreen monitors were built across 34 locations for a better user experience. During the pandemic, the Company continuously focused on providing quality training through virtual platforms as well as in hybrid & offline mode.
To further strengthen the alignment of learning & development processes with the business strategies & individual needs, the Company has started periodic competence assessment for all employees to identify their skill gaps & conducted customized interventions.
The information required under Section 197 of the Act, is given under Annexure III to this Report.
The statement as required under Section 197(12) of the Act & rules made thereunder, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
32. EMPLOYEE STOCK OPTION PLAN (ESOP)
During the year under review, pursuant to ESOP-2017, 1st Tranche, ESOP-2017, 2nd Tranche and ESOP-2017, 3rd Tranche, 228,175 Equity Shares were allotted to the eligible employees of the Company.
With regard to the above, the disclosures stipulated under the SEBI Regulations as on 31st March, 2022 are provided in Annexure-IV to this report.
The Risk Management Committee (the Committee) is tasked to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.
The Committee reviews the risks applicable on the Company at regular intervals and the steps being taken by the Company to mitigate those risks. In the opinion of the Committee & the Board, there are no such risks, which may threaten the existence of the Company. The Company has a robust Risk Management Policy which is reviewed from time to time.
The details of the Committee are included in the CGR.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees are covered under this Policy.
As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee, to inquire and redress complaints received regarding sexual harassment.
During the year under review, no complaint was filed under the POSH Act.
Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical , actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy.
The Ethics and Whistle Blower Policy provides for direct access to the Chairperson of the Audit Committee. The policy is available on the Company''s website and can be accessed at: http://cdn.tcil.in/website/tcil/policies/Ethics%20and%20 Wisthle%20Blower%20Policy.pdf.
36. CONSERVATION OF ENERGY & RESEARCH AND DEVELOPMENT
The particulars, as prescribed under Section 134(3)(m) of the Act & rules made thereunder are enclosed as Annexure V to the Board''s Report.
37. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, no application was made/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
38. VALUATION AT THE TIME OF ONE TIME SETTLEMENT
During the year under review, the Company has not entered into any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.
We gratefully acknowledge our stakeholders viz. customers, vendors, investors, bankers and employees for their continued support during the year and to believe and appreciate our "CORE" Value System. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from various departments of Central and State Government, Organizations and Agencies to the Company.
For and on behalf of Board of Directors
Place: Gurugram D P Agarwal
Date: 28th May, 2022 Chairman and Managing Director
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the Twenty-Third Annual Report of Transport Corporation of India Limited (âyour Companyâor âthe Companyâ or âTCIâ) along with the Audited Standalone and Consolidated Financial Accounts and the Auditorsâ Report thereon for the Year ended 31st March, 2018.
FINANCIAL RESULTS
The highlights of Consolidated as well as Standalone Financial Results of your Company are as follows:
(Rs. in Lakhs)
Particulars |
Consolidated |
Standalone |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Total Income from Operations |
236,431.41 |
195,469.91 |
220,227.17 |
182,196.54 |
Total Expenses |
223,425.57 |
186,979.61 |
206,670.85 |
173,321.03 |
Exceptional Item |
- |
- |
400 |
- |
Add: Profit From JV |
2,241.99 |
1,546.58 |
- |
- |
Profit Before Tax |
15,247.83 |
10,036.88 |
13,156.32 |
8,875.51 |
Less: Provision for Tax-Current & deferred |
2,816.18 |
1,910.41 |
2,731.30 |
1,849.21 |
- For earlier years |
49.88 |
- |
49.88 |
- |
Profit after Tax (PAT) |
12,381.77 |
8,126.47 |
10,375.14 |
7,026.30 |
Other Comprehensive Income |
301.51 |
42.24 |
301.62 |
42.25 |
DIVIDEND & TRANSFER TO RESERVES
The Company has a Dividend Policy in terms of Securities and Exchange Board of India (SEBI) Circular No. SEBI/LAD-NR0/6N/2016-17/008 and the same is available on the website of the Company (www.tcil.com).
In line with the policy, during the year under review, the Board has declared dividends as under:
Date of Declaration |
Dividend Type |
%age of Dividend |
Dividend per Share |
Declared |
(in Rs.) |
||
2nd November, 2017 |
1st Interim |
30% |
0.60 |
8th February, 2018 |
2nd Interim |
50% |
1.00 |
Since the total dividend outflow has achieved targets in line with the Dividend Policy of the Company, your Board does not recommend any final dividend for the Financial Year 2017-18.
During the year, RS.6,000 Lakhs were transferred to the General Reserves.
TRANSFER OF UNPAID / UNCLAIMED DIVIDENDS & SHARES TO IEPF
The details of unpaid/unclaimed dividend(s) & shares transferred to IEPF during the year and the dividend(s), which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report forming part of this report.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
A statement in Form AOC-I pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder (the Act) containing salient features of the financial statement of Subsidiaries/ Associate Companies/ Joint Ventures forms a part of this report. The Company has adopted Ind AS from April 1, 2016 and, accordingly, the consolidated financial statements of the Company and its subsidiaries are prepared in accordance with the recognition and measurement principles stated therein.
During the year, following subsidiary companies have been incorporated/liquidated:
S. No. |
Name of the Company |
% of Shareholding |
Status |
Subsidiary/ Step down Subsidiary |
1 |
TCI Nepal Pvt. Ltd. |
100% |
Incorporated |
Subsidiary |
2 |
Stratsol Logistics Pvt. Ltd. |
100% |
Incorporated |
Step-down Subsidiary |
3 |
PT. TCI Global Indonesia |
48% |
Liquidated |
Step-down Subsidiary |
4 |
PT. TCI Global |
100% |
Liquidated |
Step-down Subsidiary |
5 |
TCI Global (Thailand) Co. Ltd. |
49% |
Liquidated |
Step-down Subsidiary |
The audited accounts of the subsidiaries will be provided on request to any shareholder desiring to have a copy, on receipt of such request addressed to the Company Secretary. These documents will also be available for inspection by any shareholder at the registered office of the Company and will be available on the website of the Company.
The Companyâs Policy on Material Subsidiaries may be accessed on the website at the following link: http://www.tcil.com/tcil/tci-policies.html.
ABRIDGED ANNUAL REPORT
In line with the provisions of the Act, the Abridged Annual Report is being sent to all the shareholders who have not registered their email address(es). The comprehensive Annual Report for the year 2017-18 is being sent via email to all shareholders who have registered their email address(es) and is also available on the website of the Company. It is also available for inspection at the Registered Office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM).
Any member requiring full Annual Report may write to the Company Secretary.
EMPLOYEE STOCK OPTION SCHEME
During the year under review, the shareholders approved the Employee Stock Option Plan-2017.
The Company also has another ESOP Scheme running since 2006, called Employee Stock Option Scheme-2006 for the employees of the Company and its subsidiaries.
During the year under review, the Compensation/ Nomination & Remuneration Committee of the Board of Directors granted options under Employee Stock Option Scheme-2006, Part IX.
The details with regard to ESOP Scheme as on 31st March, 2018 as required to be disclosed pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014, are set out in Annexure A to this Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the policy or procedures was observed.
RISK MANAGEMENT
The Company has established a well-documented and robust risk management framework which identifies risks across all business processes of the Company on a continuous basis.
The details of risk management are given in a separate section forming part of this Annual Report.
WHISTLE BLOWER MECHANISM
The Company has a structured Vigil Mechanism via the Whistle Blower Policy for reporting instances of alleged wrongful conduct including instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct.
The Whistle Blower Policy is available on the website of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)
As per the provisions of Section 152 of the Act, Mr. S N Agarwal and Mrs. Urmila Agarwal, Non-executive Directors, retire by rotation and being eligible, offer themselves for re-appointment.
Further, the current tenure of Mr. D P Agarwal, Vice Chairman & Managing Director, and Mr. Vineet Agarwal, Managing Director, is expiring on 31st July, 2018 and 30th June, 2018 respectively. Based upon recommendation of the Compensation/ Nomination & Remuneration Committee, it is proposed to appoint them for a further period of 05 (five) years each, subject to the approval of shareholders in the ensuing AGM.
Brief resume of director seeking appointment/re-appointment alongwith other details as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ or âthe Regulationsâ), is provided in the Notice convening the Annual General Meeting.
None of the Companyâs directors are disqualified from being appointed as a director as specified in Section 164 of the Act.
The Independent Directors of the Company have furnished the declaration under the Act and the SEBI Listing Regulations that each of them meets the criteria of independence, as provided in the Act/ Regulations and during the year, there has been no change in the circumstances which may affect their position as Independent Director.
The terms and conditions of appointment of the Independent Directors are placed on the Companyâs website, http://cdn.tcil.in/website/ tcil/corporate-governance/terms-and-conditions-of-independent-directors/terms-and-conditions-of-independent-directors.pdf.
The Company has also placed the Directorâs familiarisation programme on its website and the same can be accessed on http://cdn.tcil.in/ website/tcil/corporate-governance/familarisation-programme-of-independent-directors/familiarisation-programme-for-independent-directors.pdf.
As on 31st March, 2018, the Key Managerial Personnel of the Company were Mr. Ashish Kumar Tiwari, Group CFO, Ms. Archana Pandey, Company Secretary, Mr. Jasjit Singh Sethi, CEO- TCI Supply Chain Solutions (a Division of the Company) and Mr. Ishwar Singh Sigar, CEO- TCI Freight (a Division of the Company). There has been no change in the KMPs during the period under review.
BOARD MEETINGS
During the year, 04 (four) Meetings of the Board of Directors were held. The details of the meetings are laid out in the Corporate Governance Report.
AUDIT COMMITTEE MEETINGS
The composition of the Audit Committee is in compliance with the provisions of the Act & the SEBI Listing Regulations. The detailed information regarding the Audit Committee forms part of the Corporate Governance Report.
The Board has accepted all the recommendations made by the Audit Committee during the year.
INDEPENDENT DIRECTORSâ MEETING
For the Financial Year 2017-18, 01 (one) separate meeting of the Independent Directors was held. The details of the meeting are laid out in the Corporate Governance Report.
PERFORMANCE EVALUATION OF THE BOARD
During the year under review, the annual evaluation of performance of the Board, its Committees and of individual Directors was carried out pursuant to the provisions of the Act and the SEBI Listing Regulations.
In the meeting of independent directors, the performance of the Board as a whole, its committees and the Chairman was evaluated. The conclusions were discussed in the meeting of the Compensation/ Nomination & Remuneration Committee where the performances of the Board, its committees and individual directors were reviewed.
Thereafter, the Board, based on the update by the Chairman and the Compensation/ Nomination & Remuneration Committee, discussed the assessment of the Board, its committees and the Chairman.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual financial statements for the Financial Year ended 31st March, 2018, all the applicable accounting standards have been followed and that there is no material departure from the same;
b) For the Financial Year ended 31st March, 2018, the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the Financial Year ended 31st March, 2018;
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 annual accounts have been prepared on a going concern basis;
e) The internal financial controls have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in the prescribed Form MGT-9, which forms part of the Boardâs Report as Annexure B.
STATUTORY AUDITORS
During the year under review, M/s. R S Agarwala & Co., (Firm Registration No. 304045E), Chartered Accountants, Kolkata, retired in line with the provisions of Section 139 of the Act.
Accordingly, the shareholders, based upon recommendations of the Audit Committee & the Board of Directors, appointed M/s. Brahmayya & Co., Chartered Accountants, (Firm Registration No. 000511S) as Statutory Auditors of the Company in place of M/s. R S Agarwala & Co., to hold office from the conclusion of 22nd AGM till the conclusion of 27th AGM to be held in the calendar year 2022.
The Company has obtained a written consent from the Auditors for such continued appointment and that they are eligible for such continuation of their appointment.
The report of the Statutory Auditors along with notes & Schedules is enclosed to this Report. The observations made in the Auditorsâ Report are self-explanatory and, therefore, do not call for any further comments.
During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act and, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
SECRETARIAL AUDITORS
Secretarial Audit for the Financial Year 2017-18 was conducted by M/s Vinod Kothari & Associates, Company Secretaries. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure C to this report.
The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
The Company has formed Corporate Social Responsibility (CSR) Committee of the Board of Directors to overview and supervise the CSR initiatives of the Company. The details regarding the CSR Committee are laid down in the Corporate Governance Report.
The brief outline of the CSR Policy of the Company and the initiatives undertaken regarding CSR activities during the year are set out in Annexure D of this report in the format prescribed in the Act. The CSR policy is available on the website of the Company.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at armâs length or materially significant or which were in conflict with the interests of the Company and that require an approval of the Companyâs shareholders in terms of the SEBI Listing Regulations. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.
Further, details on the policy of the company with respect to the transactions with related parties are given in the Corporate Governance Report.
The detailed policy on Related Party Transactions is available on the website of the Company.
DETAILS OF LOANS/GUARANTEES/INVESTMENTS MADE BY THE COMPANY
The particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Act, are provided in the financial statement forming part of the Annual Report.
REMUNERATION POLICY
The objective of the Remuneration Policy is to attract, motivate and retain qualified and proficient individuals that the Company needs in order to attain its strategic and operational objectives.
The summary of the remuneration policy has been given in the Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year, the company has duly complied with all the applicable Secretarial Standards as issued by ICSI and MCA from time to time.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under the Act are attached as Annexure E to this Report.
Details of employee remuneration as required under provisions of Section 197 of the Act are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Companyâs website.
CORPORATE GOVERNANCE REPORT
Pursuant to the SEBI Listing Regulations, the Management Discussion and Analysis Report, Corporate Governance Report and Auditorsâ Certificate regarding compliance with conditions of corporate governance form part of this Annual Report.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
Your Company has adopted a policy for prevention, prohibition and redressal of sexual harassment. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee.
During the year, no complaint with allegations of sexual harassment was filed with the Company.
HUMAN RESOURCES
The Indian logistics industry is growing not only in terms of numbers but also in complexity and scope. With the inclusion of Logistics Sector under Infrastructure Industry, career opportunities have opened up & hence, there is a strong emphasis to attract and retain talent.
At TCI, we continuously strive to adopt the best Human Resource Management practices across industries through the development of employeeâs knowledge, skills, attitudes, and being a cohesive team, which are the primary building blocks of organizational capabilities & culture.
Our endeavor is to continuously attract, recruit and nurture the best talent pool of the industry and create a benchmark in the field of Logistics.
FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed deposit within the meaning of the Act.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There was no material litigation outstanding as on 31st March, 2018. Details of litigation on tax matters are disclosed in the financial statements.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in general character or nature of business.
CONSERVATION OF ENERGY & RESEARCH AND DEVELOPMENT
In keeping up with the Companyâs commitment towards conservation of energy, the following optimization and innovative measures were taken by the Company during this fiscal :
Fleet Management
- New BS IV vehicles were purchased for reducing emissions and carbon footprint.
- The conversion of National Capital Region (NCR) Delivery vehicles to CNG was 100% completed during this fiscal.
- Recycling of Radial Tyres for extracting the steel and rubber for alternative usage was initiated this year.
Warehouses
- Warehouse audit for energy consumption and electrical safety was strengthened with re-audit by in-house Audit team.
- Use of day-light sensors, timers that help in controlling street area lighting and prevent electricity consumption when not in use.
- Extensive use of energy sub-metering to measure and to have check over use of energy for different purposes.
Solar Power generation plant
- Have started using solar power generated at one of the warehousing facility to reduce consumption of grid and diesel generator energy.
- Cold Chain warehouse in Gurugram was outfitted with a 160KVA roof-top Solar panels witRs.60 KVA backup.
These are in addition to the measures adopted in yesteryears.
TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION
- The Company undertook massive steps in the last year in ERP enhancement at all levels for readiness on GST from 1st July, 2017.
- Various initiatives for digital transformation helped in improving the internal efficiency and improving customer experience.
- Telematics was taken to another level by Integration of ERP and GPS systems.
- A new automated warehouse for goods to man was inaugurated, making a new benchmark in the industry.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of earnings accrued and expenditure incurred in foreign currency are given in the Notes to the financial statements.
ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment which enabled the Company to persist as industry leaders.
The Board also extends its gratitude for the support and cooperation your Company has been receiving from its customers, vendors, suppliers and others associated with the Company. The Company always strives to build and nurture relations with all its stakeholders.
The Directors also take this opportunity to acknowledge the support and assistance extended to us by the Ministries and Departments of Government of India, various State Governments, financial institutions, bankers, stock exchanges, communities, shareholders and investors at large for their continued support.
For and on behalf of Board of Directors
Place: Gurugram S. M. Datta
Date: 16th May, 2018 Chairman
Mar 31, 2017
Boardsâ Report
The Directors are pleased to present the 22nd Annual Report on the business and operations of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2017.
Financial Highlights
(Amount in Mn.)
Particulars |
Consolidated |
Standalone |
||
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Income |
19,547.0 |
17,348.4 |
18,219.7 |
16,140.1 |
Less: Provision for Tax-Current |
119.0 |
288.0 |
111.5 |
83.9 |
- Deferred |
72.1 |
69.4 |
73.5 |
67.4 |
Add: Profit from JV |
154.7 |
118.6 |
0.0 |
0.0 |
Profit for the year from continuing operations |
812.6 |
565.3 |
702.6 |
595.6 |
Profit for the year from discontinued operations |
0.0 |
311.0 |
0.0 |
311.0 |
Profit for the year |
812.6 |
876.3 |
702.6 |
906.6 |
Overview of Company''s operational performance
The above financial results of the Company for the year ended 31st March, 2017 are not comparable with the financial results for the year ended 31st March, 2016 as the financial results for FY 2016-17 exclude the financials pertaining to TCI Express Ltd. (erstwhile TCIXPS, a division of the Company) which has been demerged from the Company vide Scheme of arrangement between Transport Corporation of India Ltd. and TCI Express Ltd. and their respective creditors and shareholders, approved by the Hon''ble High Court, Hyderabad for the state of Telangana and for the state of Andhra Pradesh, vide its order dated 14th June, 2016. The Scheme has become effective from 11th August, 2016, post necessary filing of the order of Hon''ble High Court on the even date.
The shares of TCI Express Ltd, the Resultant Company have since got listed and admitted for dealings on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) w.e.f. 15th December, 2016.
Standalone Performance
During the Financial Year ended 31st March, 2017, on Standalone basis, your Company earned revenues ofRs,18,219.7 Mn from operations as againstRs,16,140.1 Mn in the previous year, thereby showing a marginal increase of 12.9%. The profit for the year wasRs,702.6 Mn as againstRs,595.6 Mn in the previous year, registering an improvement of 18.0%. Consolidated Performance
During the Financial Year ended 31st March, 2017, on Consolidated basis, your Company earned revenues ofRs,19,547.0 Mn from operations as againstRs,17,348.4 Mn in the previous year recording a growth of 12.7%. The Profit for the years stood atRs,812.6 Mn as againstRs,565.3 Mn in the previous year, recording an improvement of 43.8%.
Dividend
The Board of Directors in their meeting held on 4th November, 2016 has approved the Dividend Distribution Policy of the Company. In line with the Policy, your Board declared Interim Dividend twice during the Year ended 31st March, 2017 @30% (Re. 0.60/-) and @25% (Re. 0.50) respectively, aggregating to 55% i.e.Rs,1.10 per equity share ofRs,2/- each.
Since the total dividend outflow has met the targets in line with the Dividend Policy, your Board does not recommend any final dividend for the Financial Year 2016-17.
Transfer to General Reserve
For the Financial Year ended 31st March, 2017, the Company has transferredRs,500 Mn towards general reserves.
Transfer of Unpaid & Unclaimed dividend Amount to IEPF
Pursuant to the provisions of the Companies Act, 2013, all dividend(s), remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred to the Investors Education and Protection Fund (IEPF) established by the Central Government.
The details of unpaid or unclaimed dividend(s) transferred to IEPF during the year and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report forming part of this report.
Share Capital
Pursuant to Employee Stock Option Scheme-2006, the Share Transfer Committee of the Board in its meeting held on 16th May, 2016 has allotted 503,850 equity shares to the eligible employees of the Company, due to which the paid up share capital has increased fromRs,152,147,200 divided into 76,073,600 shares ofRs,2/- each to 153,154,900 divided into 76,577,450 shares ofRs,2/- each.
The details of options granted and exercised are as below:
Employee Option Scheme |
Exercise Price |
Options |
2006 (ESOS 2006) |
(In '') |
Exercised |
ESOS Part-VI |
30 |
162,600 |
ESOS Part-VII |
60 |
341,250 |
Total |
503,850 |
With regard to Employees Stock Option Scheme, the disclosures stipulated under the SEBI Regulations as on 31st March, 2017 are provided in "Annexure A" to this report.
Subsidiaries, Joint Ventures & Associate Companies
With an ambition to diversify and expand its operations, your Company has incorporated/formed various Subsidiary(ies)/Joint Ventures Companies. The Company does not have any Associate Company in terms of the provisions of the Companies Act, 2013.
A separate statement containing the salient features of the financial statements of subsidiaries of the Company in form AOC-1 has been disclosed in the Consolidated Financial Statements.
The table below gives the details of subsidiary companies incorporated and liquidated / struck off during the Financial Year 2016-17.
Sl. No. |
Name of the Subsidiary Company |
%age of shareholding |
Status |
Subsidiary/ Step down subsidiary |
1 |
TCI Ventures Ltd. |
100 |
Incorporated |
Subsidiary |
2 |
TCI Bangladesh Ltd. |
100 |
Incorporated |
Subsidiary |
3 |
TCI Global Logistik GmbH |
100 |
Liquidated |
Step down Subsidiary |
As required under Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries and related information are open for inspection by the members at the Registered Office of the Company during business hours on all working days. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.
The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have also been uploaded on the website of your Company www.tcil.com. The Company''s Policy on Material Subsidiaries may be accessed on the website at the following link: http://www.tcil. com/tcil/tci-policies.html.
Abridged Annual Report
In accordance with the provisions of the Companies Act, 2013, the Abridged Annual Report is being sent to all shareholders who have not registered their email address(es). The complete Annual Report for the year 2016-17 is being sent via email to all shareholders who have provided their email address(es) and is also available at the Company''s website www.tcil.com and is available for inspection at the Registered Office of the Company during working hours upto the date of ensuing Annual General Meeting. Any member desirous of obtaining the full Annual Report may write to the Company Secretary and the same will be provided on request.
Directors And Key Managerial Personnel (KMPs)
During the period under review, Mr. Chander Agarwal was re-designated as Non-Executive Director w.e.f 18th August, 2016. Mr. Phool Chand Sharma, CEO-TCI XPS Division, one of the KMPs, was transferred to TCI Express Ltd. upon coming into effect of the Scheme of Arrangement on 11th August, 2016 between Transport Corporation of India Ltd. and TCI Express Ltd. and their respective creditors and shareholders.
Further, the Board has appointed Mr. Vijay Sankar as an Additional Director on the Board, in the capacity of Non-Executive Independent Director w.e.f. 4th November, 2016, who shall hold office upto the date of the ensuing Annual General Meeting (AGM). As prescribed under the Companies Act,
2013, the Board of Directors propose to appoint Mr. Vijay Sankar as an Independent Director on the Board for a period of 5 (Five) consecutive years subject to the approval of shareholders in the ensuing AGM. Pursuant to the Companies Act, 2013 and Rules made thereunder, Mr. Chander Agarwal and Mr. M.P. Sarawagi, Directors, retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment. None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
As per Regulation 36 of SEBI Listing Regulations, 2015, the brief resume of the directors proposed to be appointed/ reappointed in the ensuing AGM, is incorporated in the explanatory statement to the notice of AGM.
There has been no change in KMPs during the year under review. Declaration by Independent Directors
All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under the Companies Act, 2013.
Meetings of the Board
Four Meetings of the Board of Directors were held during the Financial Year 2016-17. For more details, kindly refer the Corporate Governance Report annexed to this Report.
Meeting of Independent Directors
A separate meeting of Independent Directors was held during the Financial Year 2016-17. Other relevant information regarding the meeting are provided in the Corporate Governance Report.
Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI Listing Regulations, 2015, the Board has carried out annual performance evaluation of Individual Directors, the Board as a whole and the Board level Committees during the year. The policy has well defined standards for evaluation including performance of directors against objectives set by the Board, their contribution towards the development of strategies, updation in relevant areas, their attendance & participation in the Board & Committee Meetings etc.
Directors'' Responsibility Statement
In terms of the Companies Act, 2013, to the best of their knowledge and belief and according to the information and representations obtained by the management, your directors state the following:
? That in the preparation of the annual financial statements for the Financial Year 2016-17, all the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;
? That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;
? The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
? The directors have prepared the annual accounts on a going concern basis;
? 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
? 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.
Composition of Audit & CSR Committee
In terms of requirements of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee and CSR Committee are given in the Corporate Governance Report annexed to this report.
Particulars of Contracts/Arrangements with Related Parties
All contacts/arrangements/transactions entered by the Company with its related parties are pre-approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of repetitive nature.
During the year, all contacts/arrangements/transactions entered into by your Company with its related parties were in the ordinary course of business & on arms'' length basis and thus the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Accordingly, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is not required.
Further, there were no materially significant related party transactions undertaken by the Company with its related parties as defined under the Related Party Transactions Policy of the Company.
The policy on Related Party Transactions may be accessed on the Company''s website at the following link: http://www.tcil.com/tcil/pdf/FINAL RPT POLICY-TCI.pdf.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place, a Whistle Blower mechanism for providing safeguard against victimization of employees and to report instances of any unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.
Internal Financial Control and their Adequacy
Your Company has an effective internal control and risk mitigation system, commensurate with its size, scale and complexities of its operations, which is assessed on regular basis. The Company has a robust Management Information System, which is an integral part of the control mechanism. The audit of internal control system is carried out by the Chief Internal Auditor, who reports directly to the Audit Committee. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Chief Internal Auditor reports the status of Internal Controls including the adequacy and effectiveness of the internal control systems to the Audit Committee on quarterly basis.
Risk Management Policy
Your Company has a well-defined Risk Management Policy which establishes a structured and disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.
With the recommendations of the Board, the policy undergoes continuous improvements to allow the Company to optimize risk exposures.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
The details pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are attached as "Annexure B" to this report.
Extract of Annual Return
Pursuant to the Companies Act, 2013, the extract of Annual Return as on 31st March, 2017 is attached as "Annexure C".
Auditors Statutory Auditors
As per the provisions of section 139 of the Companies Act, 2013, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. The Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.
In line with the above provisions, the Company''s existing Auditors, M/s. R S Agarwala & Co., (Firm Registration No. 304045E), Chartered Accountants, Kolkata, are retiring at the ensuing Annual General Meeting. Accordingly, the Audit Committee has recommended the appointment of M/s. Brahmayya & Co., Chartered Accountants, (Firm Registration No. 000511S) as Statutory Auditors of the Company in place of the retiring auditor, to hold office from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting to be held in the calendar year 2022.
M/s. Brahmayya & Co., Chartered Accountants, have confirmed their willingness and eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s Vinod Kothari & Associates, Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2016-17. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as "Annexure D" to this report.
During the Financial Year 2016-17, there were no observations/ qualifications or remarks either by the Statutory or the Secretarial Auditors in their Report, which call for any further comments. Further, no instance of fraud has been reported by the Statutory Auditors under the Companies Act, 2013.
Particulars of Loans, Guarantees and Investments
The information pertaining to the loans/guarantees given, investments made and securities provided under section 186 of the Companies Act, 2013 is provided in the notes to standalone financial statement.
Corporate Social Responsibility Policy
During the Financial Year 2016-17, the initiatives taken by your Company towards CSR have been detailed in the ''Annual Report on CSR Activities'' which is set out in "Annexure E" to this Report.
In addition, the Company has in place a CSR policy in conformity with the Companies Act, 2013 which is available on the Company''s website at the following link: http://www.tcil.com/tcil/tci-policies.html.
Remuneration Policy and Disclosures
Your Company has a well-structured Remuneration Policy in respect of the remuneration of its Directors, KMPs and Senior Management as required under SEBI Listing Regulations, 2015 and the Companies Act, 2013. The details on the Remuneration Policy are available in the Corporate Governance Report.
The disclosures pertaining to Remuneration of Directors, KMPs and Senior
Managerial Personnel as required under the Companies Act, 2013, are attached as "Annexure F" to this report.
Corporate Governance Report
The constructive corporate governance function is a device that preserves a Board''s ability to pursue long-term strategies that maximizes stakeholders'' value on a sustainable basis. The Company strives to adopt and implement best Corporate Governance practices. The report on Corporate Governance as stipulated under the SEBI Listing Regulations,
2015 forms an integral part of this Report.
Management Discussion and Analysis Report
The Annual Report contains a detailed report on Management Discussion and Analysis.
Disclosure Under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
Keeping in view the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has in place a Policy on Sexual Harassment, which provides for setting up of Internal Complaint Committee to regularly redress complaints received.
During the year under review, no complaints were reported against sexual harassment.
Human Resources
Human Resource is the most vital factor to achieve the goals of any organization. Being a progressive organization, TCI firmly believes in the strength of its most vital asset- the 4000 strong workforce. To maintain its competitive edge in a highly dynamic industry, TCI recognizes the importance of having a workforce which is customer focused, performance driven and future capable. In keeping with this, a number of policies and initiatives have been drawn up to ensure a healthy balance between business needs and individual aspirations.
Your Company''s employees relentlessly strive to deliver world-class performance and discharge their role as ''trustees'' of all stakeholders with true faith and in the spirit of allegiance.
Fixed Deposits
During the year under review, your Company has not accepted any fixed deposit within the meaning of the Companies Act, 2013.
Significant/Material Orders Passed by the Regulators
There are no material litigations pending as on 31st March, 2017. Details of litigations on tax matters are disclosed in the financial statements.
Change in Nature of Business
During the year under review, there was no change in general character or nature of business.
Acknowledgement
The Board of Directors of your Company wish to express their deep gratitude towards the valuable co-operation and support received from various Ministries and Departments of Government of India, various State Governments, Banks/Financial Institutions and other stakeholders such as shareholders, customers and vendors etc.
Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.
For and on behalf of Board of Directors
Place: Gurugram S M Datta
Date: 16th May, 2017 Chairman
Mar 31, 2016
The Board of Directors hereby submit the report on the business and
operations of your Company (''the Company1 or TCI1) along with the
audited financial statements, for the financial year ended 31s1 March,
2016, The consolidated performance of the Company and its subsidiaries
has been referred, to wherever required,
Financial Highlights
The summarized financial results of the Company are depicted below: (Rs.
in Mn)
Consolidated Standalone
Particulars
2015-16 2014-15 2015-16 2014-15
Income 25,290.9 24,257.8 22,700.0 22,091.3
Profit before Interest,
Depreciation, Taxation &
Exceptional Item 2,045.6 2,022.1 1,945.1 1,827.3
Less: Interest (Net) 295.0 333.2 282.0 319.1
Depreciation (Net) 589.5 545.1 539.2 494.6
Profit before Tax & Exc-
eptional Item 1,161.2 1,143.8 1,123.9 1,013.6
Less: Exceptional Item 0.3 1.8 0.3 1.7
Profit Before Tax (PBT) 1,160.9 1,142.1 1,123.6 1,011.9
Less: Provision for Tax-
Current 278.5 349.5 214.4 278.9
Deferred 61.2 (23.6) 58.6 (26.5)-
Profit After Tax (PAT) 821.2 816.2 850.6 759.4
Share of Profit/(loss)
transferred to minority
interest 4.1 2.3 - -
Profit for the year 817.1 813.9 850.6 759.4
Add: Balance brought forwards 614.7 479.9 225.7 134.7
Less: Adjustments as per
schedule-ll to the Companies
Act, 2013 - 32,0 - 32,0
Add: Share of loss in der-
ecognized subsidiary 9.8 0.8 - -
(As per latest balance
sheet)
Profit available for appro-
priation 1,441.6 1,262.5 1,076.3 862.1
Appropriation
Interim Dividend 114.1 44.0 114.1 44.0
Proposed Dividend - 68.1 - 68.1
Dividend Tax 35.1 33.7 23.2 22.4
Tonnage Tax Reserve 47.5 52.0 47.5 52.0
General Reserve 500.0 450.0 500.0 450.0
Balance carried forward 744.9 614.7 391.5 225.6
Financial Performance
During the financial year ended 31st March, 2016, the Company achieved
Standalone revenue from operations of Rs. 22,700.0 Mn as against Rs.
22,091.3 Mn in the previous year registering a growth of 2.8%. The
profit before Tax was Rs. 1,123.6 Mn as against Rs. 1,013.6 Mn the
previous year, recording an improvement of 10.9%.
On the Consolidated basis, the Company achieved revenue from operations
of Rs. 25,290.9 Mn as against Rs. 24,257.8 Mn in the previous year
registering a growth of 4,2%, The profit Before Tax was Rs, 1,160,9 Mn
as against Rs, 1,142,1 Mn in the previous year, recording an
improvement of 1,6%,
Scheme of Arrangement
The Scheme of Arrangement between the Company and its whol ly owned
subsidiary, TCI Express Ltd, (Formerly known as TCI Properties (Pune)
Ltd,) for Demerger and Transfer of XPS Undertaking of the Company into
TCI Express Ltd., &delayering of the Company''s global holding structure
by liquidation of its wholly owned subsidiary, TCI Global Holding
(Mauritius) Ltd. and consequent capital reduction pursuant to Sections
391 to 394 & Sections 100 to 103 of the Companies Act, 1956 read with
Section 52 of the Companies Act, 2013, was sanctioned by the Hon''ble
High Court of Hyderabad vide its order dated 14* June, 2016. Post
filing of High Court order with Registrar of Companies, Hyderabad, the
said Scheme has become effective from 111h August, 2016, Pursuant to
the Scheme, the shareholders of the Company have been allotted one
Equity Share of Rs. 21- each in TCI Express Ltd for every two Equity
Share of Rs. 21- each held in the Company as on 29th August, 2016,
being the Record Date fixed for the purpose These shares are proposed
to be listed on National Stock Exchange of India Ltd. & BSE Ltd
Extension of Time For Holding Annual General Meeting
In view of delay in process of Scheme of Arrangement between Transport
Corporation of India Limited and TCI Express Limited and their
respective shareholder and creditors, the Company had sought extension
of time for holding Annual General Meeting of the Company, Accordingly,
the Registrar of Companies, Hyderabad vide its letter dated 30th
August, 2016, has granted 3 months time from the due date i.e 30th
September, 2016 for holding Annual General Meeting for financial year
2015-16.
Dividend
During the year under review, the Board has declared interim dividend
twice. First interim dividend was declared on 1st February, 2016 @ 30%
and paid on 19* February, 2016. The second interim dividend was
declared on 15th March, 2016 @ 45% and paid on 23rd March, 2016.
Thus, the total dividend for the year ended 31st March,2016 stood at
Rs. 1.50/- per Equity Shares of Rs. 21- each @ 75%.
No final dividend has been recommended by the Board for FY 2015-16.
Share Capital
During the year, the Share Transfer Committee in its meeting held on
5th August, 2015, has allotted 400,100 Equity Shares to the eligible
employees of the Company, as tabulated hereunder, owing to which, the
paid up capital of the Company stands increased from Rs. 151,347,000
dividend into 75,673,500 Equity Shares of Rs. 21- each to Rs.
152,147,200 dividend into 76,073,600 Equity Shares of Rs.2/-each:
Sl. Employee Stock Option Exercise No of Option
No Scheme-2006(ESOS) Price (In Rs.) Exercised I
1 ESOS Part-V 30 125,600
2 ESOS Part-VI 30 124,650
3 ESOS Part-VII 60 149,850
Total 400,100
The applicable disclosures as stipulated under the SEBI Regulations as
on 31st March, 2016 with regard to Employees Stock Option Scheme are
provided in ''Annexure A'' to this report.
Subsidiaries, Joint Ventures & Associate Companies
The following subsidiaries have been striked off/liquidated during the
year:
Subsidiary
SI. Name of the %of /step-down
No Companies Shareholding Subsidiary
1 TCI Global (HKG) Ltd. 100% Step-down
_ Subsidiary
2 TCI Global (Malaysia) 100% Step-down
Sdn Bhd Subsidiary
3 TCI Global Holdings 100% Subsidiary
(Mauritius) Ltd
A report on the performance and financial position of each of the
subsidiaries and joint venture companies as per the Companies Act, 2013
is provided in the consolidated financial statement and hence not
repeated here for the sake of brevity. The policy for determining
material subsidiaries may be accessed on the Company''s website
www.tcil.com.
The annual financial statements and related detailed information of the
subsidiary companies shall be made available to the shareholders
seeking such information on all working days during business hours at
the Company''s registered office. In terms of provisions of the
Companies Act, 2013, the financial statements including the
consolidated financial statements, financial statements of subsidiaries
and all other documents required to be attached to this report have
been uploaded on the website of the Companywww.tcil.com.
Abridged Annual Report
The Abridged Annual Report containing salient features of the Financial
Statements, including Consolidated Financial Statements, for the
financial year 2015-16, alongwith statement containing salient features
of the Directors'' Report including Management Discussion & Analysis
Report and Corporate Governance Report is being sent to all
shareholders whose Email ID''s are not registered with the Company.
Full version of the Annual Report 2015-16 is being sent via email to al
I shareholders who have provided their email address(es).
Full version of Annual Report 2015-16 is also available for inspection
at the registered office of the Company during working hours upto the
date of ensuing Annual General Meeting and has also been placed on the
Company''s website www.tcil.com,
Board of Director and Key Managerial Personnel
Board of Directors
The tenure of Mr, Ashish Bharat Ram, Independent Director will expire
upon the conclusion of ensuing Annual General Meeting, The Company has
received notice in writing from a member alongwith deposit of requisite
fee as per relevant provisions of the Companies Act, 2013, proposing
candidature of Mr. Ashish Bharat Ram for the office of Non-Executive
Independent Director of the Company for a second term upto conclusion
of Annual General Meeting to be held in the year 2021.
Further, Mr. Chander Agarwal Jt. Managing Director, has been re-
designated as Non-Executive Director during the year.
Pursuant to the Companies Act, 2013 and rules made thereunder, Mr. S N
Agarwal and Ms. Urmila Agarwal, Directors, retire by rotation at the
ensuing Annual General Meeting, and being eligible, offer themselves
for re-appointment,
Brief details of the Directors being appointed/ reappointed are
furnished in the notice of Annual General Meeting forming part of this
Annual Report.
Your directors recommend the appointment/re-appointment of aforesaid
directors.
Key Managerial Personnel
By virtue of Scheme of Arrangement, Mr. P C Sharma (CEO, TCI
XPS), stands transfered to TCI Express Ltd. and thus ceases to be
Key Managerial Personnel of the Company
Declaration By Independent Directors
The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Independent Directors'' Meeting
The details pertaining to Independent Director''s meeting held
during the year are provided in the Corporate Governance Report
Annual Evaluation of the Board, its Committee and Individual Directors
Pursuant to the provisions of the Act and SEBI (Listing Obligations
& Disclosure Requirements) Regulations 2015, the Board of
Directors has carried out an annual evaluation of its own
performance, and that of its Committees and individual Directors
The criteria for performance evaluation of the Board includes
aspects like Board composition and structure, effectiveness of
Board processes, information and functioning etc. The criteria for
performance evaluation of Committees of the Board included
aspects like composition of Committees, effectiveness of
Committee meetings etc. The criteria for performance evaluation of
the Individual Directors includes aspects on contribution to the
Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive inputs in meetings etc
Meetings of Board of Directors
During the year under review, five Board Meetings were convened
and held, The Details of the composition of the Board and of the
Meetings held, attendance of the Directors at such Meetings and
other relevant details are provided in the Corporate Governance
Report.
Director''s Responsibility Statement
Pursuant to the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, state the following:
- That in the preparation of the annual financial statements
for the year ended 31st March, 2016, all the applicable
accounting standards have been followed alongwith
proper explanation relating to material departures, if any;
- That such accounting policies have been selected and
applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as
at 31st March, 2016 and of the profit of the Company for the
year ended on that date;
- That proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- That the annual financial statements have been prepared
on a going concern basis;
- That proper internal financial controls are in place and that
the financial controls are adequate and are operating
effectively;
- That proper systems to ensure compliance with the
provisions of all applicable laws are in place and are
adequate and operating effectively,
Audit Committee
The composition of the Audit Committee of the Board of Directors
and of meetings held, attendance of members at such meetings
and other relevant information is provided in the Corporate
Governance Report.
Related Party Transaction (s)
All transactions entered with Related Parties for the year under
review were on arm''s length basis and in the ordinary course of
business and thus the provisions of Section 188 of the Companies
Act, 2013 and the Rules made thereunder are not attracted, Thus,
disclosure in form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not required.
Further, there were no material related party transactions during the
year under review with any of the related parties. The Company has
developed a framework through Standard Operating Procedures
for the purpose of identification and monitoring of such Related
Party Transactions.
All Related Party Transactions are placed before the Audit
Committee for approval. Omnibus approval is obtained for
transactions which are of repetitive nature. Transactions entered
into pursuant to omnibus approval are audited by the Chief Internal
Auditor and a statement giving details of all Related Party
Transactions are placed before the Audit Committee and the Board
for review and approval on a quarterly basis.
The policy on Related Party Transactions may be accessed on the
Company''s website at the following link:
http://www.tcil.com/tcil/pdf/FINAL_RPT_POLICY-TCI.pdf.
Vigil Mechanism/Whistle Blower Policy
The details pertaining to Vigil Mechanism/ Whistle Blower Policy of
the Company are provided in the Corporate Governance Report.
Internal Control Systems & their Adequacy
The Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s
internal control system is commensurate with its size, scale and
complexities of its operations. The internal and operational audit is
carried out by the Internal Audit Department headed by the Chief
Internal Auditor, who reports directly to the Audit Committee.
The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry, The Audit Committee
actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information
System, which is an integral part of the control mechanism
The Audit Committee, Statutory Auditors and the Operational
Heads are periodically apprised of the internal audit findings and
corrective actions taken, Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations
and corrective actions taken by the management are presented to
the Audit Committee.
Risk Management Policy
The Company has devised and implemented a mechanism for risk
management and has developed a Risk Management Policy
Your Company recognizes that risk is an integral part of business
and is committed to manage those risks in a proactive and efficient
manner, Your Company periodically assesses risks in the internal
and external environment, alongwith the cost of mitigating risks and
incorporates risk mitigation plans in its strategy. Your Company,
through its risk management process, strives to contain impact and
likelihood of the risks within the risk appetite, as agreed from time to
time with the Audit Committee.
The details of Risk Management, as practiced by the company, is
provided as part of Management Discussion and Analysis Report
Fixed Deposits
During the year under review, your Company has not accepted any
fixed deposit within the meaning of the Companies Act, 2013.
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo, as stipulated under the
Companies Act, 2013, as amended from time to time, is annexed to
this Report as ''Annexure B''.
Extract of Annual Return
The extract of Annual Return as on 31st March, 2016 in the
prescribed Form pursuant to the Companies Act, 2013 is attached
herewith as ''Annexure C and forms part of this Report
Auditors
Statutory Auditors
M/s R S Agarwala & Co., Chartered Accountants, Kolkata who are
Statutory Auditors of the Company, hold office upto the
forthcoming Annual General Meeting and are recommended for
re-appointment for the financial year 2016-17, As required under
the Companies Act, 2013, the Company has obtained written
confirmation from M/s RSAgarwala&Co. that their appointment, if
made, would be in conformity with the limits specified in the Act.
There are no qualifications or observations or other remarks of the
Auditors in the Report issued by them for the financial year 2015-16
which cal I for any explanation from the Board of Directors,
Secretarial Auditor
M/s, Jitesh Gupta & Associates Company Secretaries, were
appointed as Secretarial Auditor of the Company for the financial
year 2015-16. The Secretarial Audit Report submitted by them in
the prescribed form is attached as ''Annexure D'' and forms part of
this report.
There are no qualifications or observations or other remarks of the
Secretarial Auditors in the Report issued by them for the financial
year 2015-16 which call for any explanation from the Board of
Directors.
Significant/Material orders passed by the Regulators
There are no material litigation outstanding as on 31stMarch, 2016,
Details of litigation on tax matters are disclosed in the financial
statements.
Particulars of Loans, Guarantees or Investments
For the period ended 31st March, 2016, the details pertaining to
loans given, investments made, guarantees given and securities
provided are provided in the standalone financial statement
(Please refer to Note 10,11 & 33 to the standalone financial
statement).
Corporate Social Responsibility
The Company has a CSR policy in conformity with the Companies
Act, 2013. In compliance with the Act, the initiatives undertaken by
your Company during the financial year 2015-16 in CSR have been
detailed in this Annual Report, The Annual Report on CSR activities
is set out herewith as ''Annexure E'' forming part of this Report.
Remuneration Policy
The Board of Directors has framed a policy which lays down a
framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. This policy
also lays down criteria for selection and appointment of Board
Members,
The details of this policy are explained in the Corporate
Governance Report,
Remuneration Disclosures
As required under the Companies Act, 2013 & Rules made
thereunder, the disclosures are forming part of this report as
''Annexure F''.
Corporate Governance Report
A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part
of this Annual Report alongwith the required Certificate from the
Statutory Auditor regarding compliance of the conditions of Corporate
Governance,
In compliance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has formulated and
implemented a Code of Business Conduct and Ethics for all Board members
and senior management personnel of the Company, who affirm the
compliance thereto.
Sexual Harassment Policy
The Company has in place a policy on sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Complaint Committee
is set up to regularly redress complaints received. All female
employees are covered under the policy. There was no complaint
received from any employee during the financial year 2015-16 and hence
no complaint is outstanding as on 31st March, 2016 for redressal.
Human Resources
Your company has highly motivated & engaged employees who are
consistently showing better performance, operational efficiency and
resource optimization even at the time of negative sentiments in the
business environment. With the right systems and processes in place,
your company is attracting & retaining people with requisite right
skill sets at all the levels. HR practices of your company not only
enhances positive contribution from all of its employees beyond their
routine key responsibility areas and set higher standards for
themselves, but also add a value to the business and in themselves.
Acknowledgement
Your Directors place on record their sincere appreciation for
assistance and co-operation received from various Ministries and
Departments of Government of India and other State Governments,
financial institutions, banks, shareholders of the Company etc,
Your Directors also wish to place on record their sincere appreciation
for the dedicated efforts and consistent contribution made by the
employees at all levels, to ensure that the Company continues to grow
and excel.
For & on behalf of the Board
Place: Mumbai SM Datta
Date: 31st August, 2016 Chairman
Mar 31, 2015
The Members
The Directors are pleased to present their Twentieth Report together
with the audited accounts of your Company for the Financial Year ended
31st March, 2015.
Financial Results
The summarized financial results of the Company are given below:
Consolidated
Particular 2015-15 2013-14
Income 24,257.8 22,356.8
Profit before Interest, Depreciation, 2,022.1 1,771.9
Taxation & Exceptional Item
Less: Interest (Net) 333.2 311.2
Depreciation (Net) 545.1 468.2
Profit before Tax & Exceptional Item 1,143.8 992.5
Less: Exceptional Item 1.8 -
Profit before Tax (PBT) 1,142.1 992.5
Less: Provision for Tax- Current 349.5 249.1
- Deferred (23.6) 16.8
- Taxes for earlier years - 8.9
Profit after Tax (PAT) 816.2 717.6
Share of profit/(loss) transferred to
minority interest 2.3 1.4
Profit for the year 813.9 716.2
Add: Balance brought forward 479.9 388.7
Less: Adjustments as per Schedule-II
to the Companies Act, 2013 32. -
Add: Share of loss in derecognized
subsidiary (As per latest 0 8 18
balance sheet)
Profit available for appropriation 1,262.5 1,106.7
Appropriation
- Interim dividend 44.0 36.4
- Proposed dividend 68.1 97.5
- Dividend Tax 33.7 22.8
- Tonnage Tax reserve 52.0 50.0
- General reserve 450.0 420.0
Balance carried forward 614.7 480.0
Standalone
Particular 2014-15 2013-14
Income 22,091.3 20,329.8
Profit before Interest, Depreciation, 1,827.3 1,550.4
Taxation & Exceptional Item
Less: Interest (Net) 319.1 296.7
Depreciation (Net) 494.6 424.3
Profit before Tax & Exceptional Item 1,0136 829.4
Less: Exceptional Item 1.7 -
Profit before Tax (PBT) 1,011.9 829.4
Less: Provision for Tax- Current 278.9 187.3
- Deferred (26.5) 13.1
- Taxes for earlier years - 8.9
Profit after Tax (PAT) 759.4 620.1
Share of profit/(loss) transferred to - -
minority interest
Profit for the year 759.4 620.1
Add: Balance brought forward 134.6 95.5
Less: Adjustments as per Schedule-II 32.0 -
to the Companies Act, 2013
Add: Share of loss in derecognized 862.1 715.6
subsidiary (As per latest
balance sheet)
Profit available for appropriation
Appropriation
- Interim dividend 44.0 36.5
- Proposed dividend 68.1 58.4
- Dividend Tax 22.4 16.1
- Tonnage Tax reserve 52.0 50.0
- General reserve 450.0 420.0
Balance carried forward 225.6 134.6
Performance Review
The highlights of the financial performance of the Company during
Financial Year ended 31st March, 2015 are as under:
On Standalone Basis, revenues grew by 8.7% to Rs. 2,2091.3 Mn while
profit before tax increased by 22.0% to Rs. 1,01 1.9 Mn. Profit after
tax also improved by 22.5% to Rs. 759.4 Mn. Earning
per Share for the year stood at Rs. 10.5.
On Consolidated Basis, revenues increased by 8.5% to Rs. 24,257.8 Mn
while Profit before tax increased by 15.1% to Rs. 1,142.1 Mn. Profit
after tax for the year grew by 13.7 % to Rs. 816.2 Mn. Earning per Share
for the year stood at Rs. 11.7.
The consolidated financial statements of your Company are prepared in
compliance with the Accounting Standards and Listing Agreement as
prescribed by the SEBI and include financial information of its
subsidiaries, joint venture companies & associates.
Dividend
Your Directors are delighted to recommend for approval of the
shareholders final dividend of Rs. 0.90 per share @45% for the year ended
31st March, 2015. This is in addition to the Interim Dividend of Rs. 0.60
per equity share @30% declared by the Board of Directors on 29th
January, 2015 & paid on 5th February, 2015.
Thus, the total dividend for the year ended 31st March, 2015 would
accordingly be Rs. 1.50 per equity shares of Rs. 2/- each @75% (Previous
year Rs. 1.30 per share @65%).
The final dividend, subject to the approval of Members at the Annual
General Meeting, will be paid to the Members whose names appear in the
Register of Members, as on the date of Book closure, i.e. from
Saturday, the 25th July, 2015 to Saturday, 1st August, 2015 (inclusive
of both dates).
Transfer of Unclaimed Dividend to IEPF
As per Section 205C of the Companies Act, 1956, any amount in the
unpaid dividend account of the Company, which has remained unclaimed
and unpaid for a period of seven years from the date they become due
for payment, needs to be transferred to ''Investor Education and
Protection Fund'' (IEPF) established by the Central Government.
In line with the above provision, during the year, the Company has
transferred following unpaid dividend to IEPF:
Dividend A/c Amount(Rs) Date of Transfer
Unpaid Dividend A/c th
200p6-07(Final) 436''844 6th September 2014
Unpaid Dividend A/c
2007-08 (Interim) 360,509 5th March, 2015
Transfer to Reserves
The Board proposes to transfer Rs. 450 Mn to the General Reserve out of
the amount available for distribution.
Subsidiaries, Joint Ventures & Associate Companies
As on 31st March, 2015, your Company has 17 subsidiaries & Joint
ventures, out of which 03 are India based & rest are situated overseas.
During the year, Transport Corporation of India (Mauritius), the wholly
owned subsidiary of the Company was liquidated. Shareholders
interested in obtaining a copy of the audited annual accounts of the
above subsidiaries and joint ventures of the Company may write to the
Company Secretary.
All of the subsidiaries, associates & joint ventures are involved
in the business of transportation, freight or logistics. A report on
the performance and financial position of each of the subsidiaries,
associates and joint venture companies as per the Companies Act, 2013
is provided in the consolidated financial statement and hence not
repeated here for the sake of brevity. The Policy for determining
material subsidiaries as approved by the Board of Directors may be
accessed on the Company''s website at the link
http://www.tcil.com/tcil/pdf/Material_Subsidiary_Policy- TCI.pdf
Abridged Annual Accounts
Having regard to the provisions of the first proviso to Section 136(1)
of the Act, the abridged Standalone and Consolidated annual report is
being sent to the members of the Company. The said information is
available for inspection at the Registered Office of the Company during
working hours and any member interested in obtaining such information
may write to the Company Secretary and the same will be furnished on
request.
The full Annual Report including the aforesaid information is being
sent electronically to all those members who have registered their
email addresses and is also available on the Company''s website
www.tcil.com.
Deposits
During FY 2014-15, the Company has repaid fixed deposit aggregating Rs.
2.68 Mn of 08 deposit holders and has not accepted any fresh public
deposits during year.
Hence, as on 31st March, 2015, the Company has no fixed deposits.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure A.
Changes in Share Capital
Employee Stock Options
During the year, your Company allotted 325,320 Equity Shares upon
exercise of stock options by eligible employees under employee stock
option scheme 2006 Part-IV, V & VI. On the allotment of Equity Shares,
the issued, subscribed and paid up Share Capital of the Company stood
increased from Rs. 145,896,360 to Rs. 146,547,000.
Further, on 24th May, 2014, the Compensation/Nomination & Remuneration
Committee granted 530,000 options to eligible employees under Employee
Stock Option Scheme-Part VII.
The disclosures as required under the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations 2014 & SEBI
(Employee stock option scheme & Employee stock purchase scheme)
Guidelines, 1999 are set out in the Annexure B of the Report.
Preferential Issue
During the year, your Company issued 2,400,000 Equity Shares to IDFC
Premier Equity Fund on preferential basis. The Issue was approved by
the Shareholders in the Extraordinary General Meeting of the Company
held on 29th January, 2015.
After the preferential issue, the paid up capital increased from Rs.
146,547,000 to Rs. 151,347,000.
Extract of Annual Report
The Extract of Annual Return is set out in the Annexure C of this
Report.
Directors and Key Managerial Personnel
Changes in Directors & Key Managerial Personnel
During the year under review, there was no new appointment or
resignation from the Board of the Company.
Further, pursuant to applicable provisions of Companies Act, 2013 and
in accordance with Articles of Association of the Company, Mr. M P
Sarawagi & Mr. Chander Agarwal, Directors of the Company, are liable to
retire by rotation and being eligible, offer themselves for
re-appointment at this Annual General Meeting.
A brief resume of the Directors, being re-appointed, has been
incorporated in the notice of the Annual General Meeting forming part
of this Annual Report.
It is further confirmed that none of the above directors are
disqualified under Section 164 (2) of the Companies Act, 2013
(corresponding Section 274 (1) (g) of the Companies Act, 1956).
Your directors recommend their re-appointment.
Furthermore, during the year, Mr. A K Bansal, the Group CFO & Company
Secretary of the Company retired from the services of the Company. In
his place, Mr. Ashish Tiwari was appointed as the Group CFO of the
Company and Ms. Archana Pandey was appointed as the Company Secretary &
Compliance Officer of the Company with effect from 1st June, 2014.
Besides, effective from 29th January, 2015, the Company has designated
Mr. Ishwar Singh Sigar, CEO-TCI Freight Division, Mr. P C Sharma,
CEO-TCI XPS Division and Mr. Jasjit Singh Sethi, CEO-TCI Supply Chain
Solutions Division as Key-Managerial Personnel as per Companies Act
2013 & Rules made thereunder.
Declaration by Independent Director(s)
All Independent Directors have given declaration that they meet the
criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 & Rules made thereunder and Clause 49 of the
Listing Agreement.
Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 & Rules made
thereunder and the Listing Agreement, the Board has carried out annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its
Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
Number of Board Meetings
Your Board met 06 (Six) times during the year under review.The details
of the Board meetings and attendance of Directors are provided in the
Corporate Governance Report.
Audit Committee
Details about the composition of the Audit Committee is given in the
Corporate Governance Report.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to Section 177(9) & (10) of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Company has a Whistle Blower Policy
for establishing a vigil mechanism for directors and employees to
report genuine concerns regarding unethical behaviour, actual or
suspected fraud or violation of the Company''s Code of Conduct and
Ethics policy. The said mechanism also provides for adequate safeguards
to the whistle blowers from victimization, harassment or disciplinary
proceedings.
Directors Responsibility Statement
To the best of our knowledge and based on the representation received
from the Management, your Directors make the following statements in
terms of Section 134(3) (c) of the Companies Act, 2013:
- That in the preparation of the annual financial statements for the
year ended 31st March, 2015, all the applicable accounting standards
have been followed alongwith proper explanation relating to material
departures, if any;
- That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;
- 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;
- The directors have prepared the annual accounts on a going concern
basis;
- 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
- 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.
Auditors
Statutory Auditors
The Company''s Auditors M/s R S Agarwala & Co., Chartered Accountants,
Kolkata who retire at the ensuing Annual General Meeting of the Company
are eligible for re-appointment. They have confirmed their eligibility
under section 141 of the Companies Act, 2013 and the Rules framed
thereunder for reappointment as Auditor of the Company. Therefore, it
is proposed to appoint M/s R S Agarwala & Co. Chartered Accountant as
statutory Auditors of the Company from the conclusion of the
forthcoming Annual General Meeting till the conclusion of next Annual
General Meeting.
Further, M/s R S Agarwala & Co., Chartered Accountants, Bangalore,
Branch Auditor for TCI Seaways Division of the Company are retiring at
this Annual General Meeting and being eligible, offer themselves for
re-appointment. They have confirmed their eligibility under section 141
of the Companies Act 2013 and Rules framed thereunder for reappointment
as Auditor of the Company.
Further, M/s. K B Chitracar & Co., Chartered Accountants, Kathmandu,
the Branch Auditors for branches situated in Federal Democratic
Republic of Nepal are retiring at this Annual General Meeting and being
eligible, offer themselves for re-appointment. They have confirmed
their eligibility under section 141 of the Companies Act 2013 and the
Rules framed thereunder for reappointment as Auditor of the Company.
Your Directors recommend their re-appointment.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 &
Rules made thereunder, the Company had appointed Ms. Nishi Talwar,
Practising Company Secretary to undertake the Secretarial Audit of the
Company for the financial year 2014-15.
The Report of the Secretarial Audit is annexed herewith as Annexure D.
Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditors and the
Secretarial Auditor in their reports
There were no qualifications, reservations or adverse remarks made
either by the Statutory Auditors or the Secretarial Auditor in their
reports.
Related Party Transactions
All related party transactions that were entered during the
financial year were on arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions i.e. transactions exceeding 10% of the annual consolidated
turnover as per last audited financial statement, entered by the
Company.Accordingly, the disclosures of related party transactions as
required under section 134(3) (h) of the companies Act, 2013 in form
AOC-2 is not applicable.
The policy on related party transactions as approved by the Board is
uploaded on the Company''s website at the web link:
http://www.tcil.com/tcil/pdf/FINAL_RPT_POLICY-TCI.pdf
Particulars of loans, guarantee or investments under section 186 of the
Companies Act, 2013 & Rules made thereunder
The details of loans, investments, guarantees and securities under
Section 186 of the Companies Act 2013 and Rules made thereunder are
provided in the financial statements. (Please refer to Note 10, 11 and
30 to the standalone financial statements).
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement entered into with Stock
Exchanges, Corporate governance Report with Auditors Certificate
thereon & Management Discussion & Analysis Report are attached hereto &
forming part of this Report.
Risk Management Policy
Pursuant to the requirement of the Companies Act, 2013 & Rules made
thereunder & Clause 49 of the Listing Agreement, the Company has
adopted a well defined Risk Management Policy.
Your Company recognizes risk management as an integral component of
good corporate governance and fundamental in achieving its strategic
and operational objectives. It improves decision-making, defines
opportunities and mitigates material events that may impact shareholder
value.
The policy covers various risks facing the business, their attributes,
the mitigation steps required to minimize the risks involved & the
monitoring & reporting of risks.
The risk management framework adopted by the Company is discussed in
detail in the Management Discussion and Analysis section of this Annual
Report.
Internal Control Systems and Internal Financial Control
The Company has an internal control system including financial
controls, appropriate with the size, scale and complexity of its
operations for ensuring the orderly and efficient conduct of its
business, including adherence to Company''s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information & these are sufficient
and are functioning efficiently.
Corporate Social Responsibility Initiatives
In accordance with the requirements laid down in Section 135 of the
Companies Act, 2013 and Rules made thereunder, the Company has adopted
a Corporate Social Responsibility (CSR)
Policy.
The CSR initiatives taken by the Company are discussed in detail in the
Management Discussion and Analysis chapter of this Annual Report.
Further, the Annual Report on CSR Policy & the CSR activities
undertaken during the year is annexed herewith as Annexure E.
Prevention of Sexual Harassment at Workplace
The Company has in place an anti-harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaint Committee has been set up to receive & redress complaints
received. All employees (permanent, contractual, temporary, trainees)
are covered under the policy. No complaints were received from any
employee during the financial year 2014-15.
Human Resources
Your Company has taken many initiatives to support business through
organizational efficiency, process optimization and various employee
engagement programs which have helped the Organization achieve higher
productivity levels. The main focus of the Company is the development
of employees in various areas with specific focus on customer service
and technical & managerial capacity building in order to meet the
future talent requirement.
The Company has a conducive work atmosphere and there is constant
effort to improve the same, thus encouraging innovation and
productivity. The Company has the policy that attracts high- skilled
employees from the Industry and also retains them by providing them
appropriate growth opportunities.
Remuneration Policy
Your Company has adopted a policy recommended by the
Compensation/Nomination & Remuneration Committee relating to the
appointment and remuneration for the Directors, Key Managerial
Personnel and Senior Management Personnel.
The Remuneration Policy is stated in the Corporate Governance Report.
Remuneration Disclosures
As required under the Companies Act, 2013 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
disclosures are forming part of this report as Annexure F.
Acknowledgment
The Directors wish to convey their thanks to various Central and State
Government departments, Organizations and Agencies for the continued
help and co-operation extended by them.
The Directors would also like to thank the shareholders, customers,
bankers and all other stakeholders for their continuous support given
by them to the Company and their confidence in its management.
The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued
contribution to the Company.
For & on behalf of the Board
Place: Gurgaon S M Datta
Date : 25th May, 2015 Chairman
Mar 31, 2013
Dear Members,
The, the Board of Directors of Transport Corporation of India Limited,
are delighted to present the Eighteenth Directors Report for the year
ended March 31, 2013, along with the Balance Sheet and Profit and Loss
Account for the year.
1. Results of Operations
Significant Financial Highlights for your company during the year
ending 31st March, 2013 are as under:
(Rs. in mn.)
Particulars Consolidated Standalone
2012-13 2011-12 2012-13 2011-12
Income 21378.7 19594.2 19566.3 18323.0
Profit before Interest,
Depreciation, 1810.8 1621.1 1502.8 1488.7
Taxation & Exceptional Item
Less: Interest (Net) 336.3 350.0 321.7 332.8
Depreciation (Net) 464.0 415.7 420.8 378.7
Profit before Tax &
Exceptional Item 1010.5 855.4 760.3 777.2
Less: Exceptional Item - - 3.7 40.0
Profit before Tax 1010.5 855.4 756.6 737.2
Less: Provision for Tax
- Current 309.4 258.9 232.4 212.0
- Deferred -2.5 5.0 -3.5 8.2
Taxes for earlier years 8.3 -1.9 8.2 -1.4
Profit after Tax 695.3 593.4 519.5 518.4
Share of profit in associates 0.02 - 1.6 - -
Share of (profit)/loss
transferred to minority interest 0.2 - - -
Profit for the year 695.1 595.0 519.5 518.4
Add: Balance brought forward 249.4 180.4 86.0 82.5
Add: Share of loss in
derecognised joint venture 14.15 - - -
as per last Blance Sheet
Add: Share of loss in
derecognised subsidiary 0.05 - - -
as per last Balance Sheet
Profit available for
appropriation 958.7 775.4 605.5 600.9
Appropriations:
- Interim dividend 29.1 29.2 29.1 29.2
- Proposed dividend 82.9 49.5 43.7 43.6
- Dividend Tax 18.8 12.7 12.2 11.8
- Tonnage Tax Reserve 15.0 20.3 15.0 20.3
- General reserve 424.2 414.3 410.0 410.0
- Retained Earning in associates 0.02 - - -
Balance carried forward 388.7 249.4 95.5 86.0
958.7 775.4 605.5 600.9
2. Review of Company''s Performance
On standalone basis, gross turnover during the year grew by 6.78% to
19,566.3 Mn. Pre-tax profits increased by 2.63% to 756.6 Mn. Despite
adverse market conditions, the Company has reported its PAT for the
year at Rs. 519.5 Mn. Earning per Share for the year stands at Rs. 7.1.
On consolidated basis, the Company achieved revenues to the tune of Rs.
21378.7 Mn. During the same period, PAT stood at Rs 695.3 Mn as against
Rs. 593.4 Mn in the previous year, achieving a commendable growth of
about 17.1%. Earning per Share for the year rests at Rs. 9.5.
The consolidated financial statements of your Company are prepared in
compliance with the Accounting Standards and Listing Agreement as
prescribed by the SEBI and include financial information of its
subsidiaries and joint venture companies.
3. Distribution to Equity Shareholders
Keeping in view the improved performance and continuous track record of
distributing dividend, your Board has recommended Final Dividend of
(30%) i.e. Re. 0.60 per share subject to the approval of Shareholders
at the ensuing Annual General Meeting.
This is in addition to interim dividend of (20%) i.e. Re. 0.40/- per
share already declared aggregating to the total dividend for the year @
50% i.e. Re.1.00 per share (Previous year @50% i.e. Re 1.00 per share).
The book closure date for the purpose has been fixed from Saturday, the
20th July, 2013 to Thursday, the 25th July, 2013 in due consultation
with the stock exchanges.
The proposed dividend is in accordance with the Company''s policy to pay
sustainable dividend linked to long term performance, keeping in view
the capital needs for the Company''s growth plans and the intent to
optimal financing of such plans through internal accruals.
4. Ratings of TCIL
The company enjoyes credit ratings from some of the most accredited
credit rating agencies of the country, as below mentioned:
I) CRISIL Ratings
The Company has been enjoying the AA-/ assuring the stability of the
credit risks Involved in the Long Term Funds & A1 (Non Fund based)
Short Term Debts on its credit risk in the Short Term Financial
obligations. This rating of the financial strength of your company in
terms of highest safety with regard to timely fulfillment of all its
financial obligations.
II) ICRA Ratings
The Company has been enjoying the Top credit rating of A1 (Short Term
Debts) on its credit risk in the short term. The rating facilitates the
company to raise short term finance at most competitive terms.
5. TCI Employee Stock Option Scheme- 2006 (ESOS-2006)
With the view of maintaining rapport among highly calibrated employees,
your company has formulated and implemented an Employee Stock Options
Scheme (the Scheme) for grant of Employee Stock Options (ESOS) to the
employees of the Company and its subsidiaries.
During the year, the company issued 1,10,810 Equity Shares on exercise
of stock options under Employee Stock Option Scheme 2006 Part-II,III
and IV Due to this, the outstanding issued, subscribed and paid up
equity share capital stands increased from Rs. 145,430,380 to Rs.
145,652,000 as at March 31, 2013.
6. Subsidiary Companies
During the period under review, TCI Distribution Ltd & TCI Scan Denmark
ApS, Denmark ceases to be the subsidiary of your Company.
The consolidated financial statements, which includes the financial
information of the subsidiaries of the Company for the Financial Year
ending 31st March 2013 has been prepared pursuant to applicable
Accounting Standards, as issued by the Institute of Chartered
Accountants, forming part of this Annual Report.
The audited accounts and related information of subsidiaries will be
made available on request. These documents will also be available for
inspection during business hours at our Registered Office situated at
Hyderabad, Andhra Pradesh.
7. Abridged Annual Accounts
In accordance with SEBI Guidelines and Companies Act, 1956, abridged
standalone and consolidated annual accounts for the year ended March
31st, 2013 are being circulated while detailed accounts will be made
available on request and also at the venue of the Annual General
Meeting.
8. Board of Directors
During the year, Mrs. Urmila Agarwal was appointed as Additional
Director in term of Section 260 of the Companies Act, 1956 effective
from 01st November, 2012. She holds office upto the date of ensuing
Annual General Meeting. The Company has received a notice from a member
proposing her candidature as a Director & accordingly the proposal to
regularize her on the Board of the Company, has been included in the
Notice convening the Annual General Meeting.
Pursuant to the relevant provisions of the Companies Act, 1956 and in
accordance with provisions of Articles of Association of the Company,
Mr. K S Mehta, Mr. O Swaminatha Reddy and Mr. M P Sarawagi, Directors
of the Company, are liable to retire by rotation and being eligible,
offer themselves for re-appointment at this Annual General Meeting.
None of the above Directors are disqualified under Section 274(1) (g)
of the Companies Act, 1956.
A brief profile of directors, who are proposed to be re-appointed, is
given hereunder:
1. Mr. K. S. Mehta
Mr. K. S. Mehta is a renowned Chartered Accountant in practice. He has
approximately 41 years of experience in corporate finance &
restructuring, project financing, business valuations and tax planning.
List of directorships held by Mr. K. S. Mehta:
Directorships
Sl. Public Limited
Companies Designation Committees Designation
No.
1. Transport
Corporation of
India Ltd. Director Shareholders''/
Investors'' Chairman
Grievance
Committee
Audit Committee Member
2. IFCI Venture
Capital Fund
Limited Director - -
3. Radico Khaitan
Limited Director Nomination
Committee Member
Private Limited Companies
4. Kothari
Industrial Mgmt
Company Pvt Ltd. Director - -
2. Mr. O Swaminatha Reddy
Mr. O. Swaminatha Reddy has over 59 years of experience as a financial
and management consultant. He is currently the Chairman of the
governing body of the Indian Institute of Economics, Hyderabad. He has
also been a member of the management committee of federation of A. P
Chamber of Commerce & Industry.
List of directorships held by Mr. O Swaminatha Reddy:
Directorships
Sl. Public Limited
Companies Designation Committees Designation
No.
1 Sagar Cements Ltd. Chairman Audit Committee Chairman
Remuneration
Committee Member
2 TCI Finance Ltd. Chairman - -
3 Transport
Corporation of
India Ltd. Director Audit Committee Chairman
Compensation/
Remuneration
Committee Member
4 TCI Developers
Ltd. Director Audit Committee Member
5 K.C.P Ltd. Director Audit Committee Chairman
Remuneration
Committee Chairman
6 Surana Ventures
Limited Director Audit Committee Chairman
Remuneration
Committee Member
Private Limited Companies
7 K.M. Power
Pvt. Ltd. Director
(Nominee
IREDA) - -
8 Thembu Power
Pvt. Ltd. Director
(Nominee
IREDA) - -
9 E.PR. Gene
Technologies
Pvt. Ltd. Director - -
10 E.P.R.
Pharmaceuticals
Pvt. Ltd. Director - -
11 E.P.R. Centre for
Cancer Research
and Biometrics
Pvt. Ltd. Director - -
12 E.PR. Centre for
Cancer Research
and Biometrics
Pvt. Ltd. Director - -
3. Mr. M. P. Sarawagi
Mr. M. P. Sarawagi has been associated with the Company for the past 48
years. He possesses rich experience in the legal and commercial aspects
of the transport industry. Mr. Sarawagi has also served/presently
serves on the Boards of Calcutta Goods Transport Association, All India
Motor Union Congress and several other cultural associations. He is a
Graduate in Law from the Calcutta University.
List of directorships held by Mr. M. P Sarawagi:
Directorships
Sl. Public Limited
Companies Designation Committees Designation
No.
1. Transport
Corporation of
India Ltd. Director Share Transfer
Committee Member
Compensation/
Remuneration
Committee Member
2. Bhoruka
Investment Ltd. Director - -
3. Bhoruka Finance
Corp. Of India Ltd. Director - -
4 Orissa Tyres Ltd.
(In Liquidation) Director - -
Private Limited Companies
5 Ashish Securities
Pvt. Ltd. Director - -
6 Prabhu-Dhan
Carriers Pvt. Ltd. Director - -
7 Prabhu-Dhan
Properties Pvt.
Ltd. Director - -
8 Prabhu-Dhan
Infrastructure
Pvt. Ltd. Director - -
9 Bhoruka
Properties Pvt.
Ltd. Director - -
The Board recommends their re-appointment.
9. Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year
ended 31st March 2013, the applicable accounting standards have been
followed along with proper explanations relating to material
departures, if any;
(ii) We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at end of the financial year and of the profit of the
Company for the period;
(iii) We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities; and
(iv) We have prepared the annual accounts on a ''going concern'' basis.
10. Auditors
M/s. R.S. Agarwala & Co., Chartered Accountants, Kolkata, as Statutory
Auditors of the Company, are due for retirement at the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Statutory Auditors of your Company have submitted a
certificate to your Company that they have subjected themselves for the
peer review process of the Institute of Chartered Accountants of India
for the financial year 2012-13. They have further confirmed that their
re-appointment, if made, will be well within the limit as specified
under Section 224 (IB) of the Companies Act, 1956.
Further, M/s R. S. Agarwala & Co., Chartered Accountants, Bangalore,
Branch Auditor for TCI Seaways Division of the Company are retiring at
this AGM and being eligible, offer themselves for re-appointment. They
have confirmed that their re-appointment, if made, will be well within
the limit as specified under Section 224 (IB) of the Companies Act,
1956.
Furthermore, M/s. K.B. Chitracar & Co., Chartered Accountants,
Kathmandu, the Branch Auditors for branches situated in Royal Kingdom
of Nepal are retiring at this AGM and being eligible, offer themselves
for re-appointment confirming that their re- appointment, if made, will
be well within the limit as specified under Section 224 (IB) of the
Companies Act, 1956.
Your Directors recommend Statutory Auditors'' /Branch Auditors''
re-appointment for the financial year 2013-14.
11. Public Deposits
As on 31st March, 2013, Public Deposits stood at Rs. 2.64 million, and
there is no amount of fixed deposits which has remained unclaimed.
During the financial year under review, the Company has not accepted
any fixed deposits.
12. Human Resources
We believe that human resource is most important and valuable asset of
our Company. Enough attention is paid to engagement, grooming &
development of right candidates and their retention. Candidates are
engaged through diverse sources, undergo training on company''s system
and processes, groomed and developed for higher level responsibilities
with right HR interventions. Professionals are engaged directly from
campus. To equip them with required knowledge & skills, young and
bright professionals undergoes Corporate Induction Programme, which
help them in developing holistic picture of logistics industry as well
as of the company. Various HR interventions like Buddy Programme,
Mentor Programme, High Pot programme etc. enables young, bright and
high potential employees moving up fast on career ladder.
Continuous training programme sharpens skills of employees for better
performance on existing job and develop competencies for next level of
job requirement. Fair and transparent appraisal process encourages
employees for better performance every year & so are rewards. Annual
salary revision and other reward programmes motivate employees to
contribute their best for organization. Emphasis on internal
recruitment gives surety of career growth to employees.
Company encourages work like balance among employees & Company''s
benefit programme and support system takes care of employees & their
family member.
13. Management Discussion & Analysis Report
In compliance with the provisions of the Listing Agreement, the
Management Discussion and Analysis Report has been presented separately
in this Annual Report.
14. Corporate Governance Report
Your Company has been consistently following good corporate governance
practices as prescribed by various regulatory authorities and a
detailed report on Corporate Governance together with the Certificate
from the Auditors of the Company regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange(s) and the Certificate of the CEO &
CFO in terms of sub-clause (v) of Clause 49 of Listing Agreement, inter
alia, confirming the correctness of the financial statements for the
financial year 2012-13 is annexed to & forming part of this Report.
15. Corporate Social Responsibility
It is true that business of every business is to do business but it is
also true that every business should look beyond its business and
assume its responsibility towards society at large. A step towards this
direction has led TCI to set up its Social arm by name TCI Foundation
(TCIF) which has entrenched itself in the areas of Health, Education,
Disability, Vocational Training Disaster Relief etc
Health Dispensaries
The two dispensaries one each in Coimbatore and Port Blair are catering
to the nearby villages around them. Basic services are provided free of
cost. The ailments that are being addressed are hyper tension,
Diabetes, Asthma, etc.
FY 2012-13 has been the year for innovation and expansion for the TCIF.
It focused on initiating projects in new areas to cater to the needs of
diverse population. The new focus communities are migrants, youth and
rural women along with our core group of truckers. To fulfil this
mission, various new projects were started across India.
Targeted Interventions with Truckers
TCIF is implementing 13 Targeted interventions across 8 states (Punjab,
Uttarakhand, Chandigarh, Haryana, Chhattisgarh, Jharkhand, Karnataka
and Maharashtra) through funding from various State AIDS control
societies for the National Truckers program under NACP III. TCIF
continues to be the national leader in the area of trucker''s welfare as
our annual reach has increased to more than 5 lacs truckers and allied
population. Foundation provides counselling and medical services to
about two lac truckers and allied population through its clinics across
India.
Targeted Interventions with Migrants
Three projects for the health of migrants were started in FY 2012-13 by
TCIF. These projects have been started in Delhi, Maharashtra and
Jharkhand. About 30,000 migrants will be provided counselling and
treatment services through these interventions.
Link Workers Scheme (LWS)
TCIF has been chosen as Technical lead agency for Bihar State AIDS
Control Society to manage the link workers scheme in eight districts of
Bihar. The program reaches to more than 800 villages of 8 districts.
The LWS scheme is being implemented to cover vulnerable youths, women
and other people in high risk groups in Nawada, Darbhanga, Saran
(Chapra), Samastipur, Patna, Siwan, Darbhanga and Sitamari.
Corporate engagement
Four TIs with truckers are being implemented in collaboration with HPCL
in Tamilnadu, Andhra Pradesh, UP and Maharashtra. TCIF has also
collaborated with Society of Indian Automobiles Manufacturers (SIAM)
for annual road safety training with drivers at different locations in
India. More than 900 drivers were trained on road safety though this
initiative.
HIV/AIDS Awareness Programme
A separate module on HIV/AIDS awareness has been developed for our
staff. 2,900 personnel underwent an awareness programme in the three
training centers of TCI during the year under review.
TCIF Goes International
Due to our experience and contribution in the field of STIs and HIV
programming in India, TCIF has been identified to provide technical
support to other countries as well. TCIF is providing technical support
to Ethiopia and South Africa for their truckers programs. Discussions
are in progress for a similar engagement with Kenya.
Education TCI DAV Public School
The objective of TCIF of starting a school in the remote area in
Jharkhand was to make available quality education to the children of
that area. Most children who come to the school are first generation
learners. In the year 2012-2013 CBSE awarded its affiliation to the
school after a rigorous inspection. The school now is till the Xth std.
The strength in the school is growing slowly but surely. There is no
denying the fact that the school offers challenges in terms of
political vulnerability, poverty in the area and remoteness of the
place. The school has now come into the regular mode of having its
yearly annual events such as the Sports Day and the Annual function. It
brings out its yearly school magazine titled PRAGATI every year.
Vocational Training
A training center in the campus of TCI DAV Public School is catering to
young boys and girls and women since 2010. The training programmes are
in IT, Sewing and Tailoring and hand loom weaving. Women who were
hitherto confined to their homes and domesticity, girls and boys both
kinds- drop outs from school and those who are continuing their school
are a part of the Vocational Training Centre. The students belong to
the under privileged families in the villages in and around Jhamhar.
More than 80 boys and girls have been trained in the IT basic course,
accredited by NIIT Foundation. Women are working on their looms from
their homes and getting their wages from Jharcraft.
Center in Makrana, Rajasthan
TCIF in collaboration with India Bulls Foundation, started a center in
April 2012 to train underprivileged boys who have passed 2 in
Transport Systems & Management .The objective was to prepare needy
students for a job in the Logistics sector. More than 80 students have
been trained and are in jobs.
Disability
TCIF''S Artificial Limb Centre
Fully equipped to cater to the needs of people with disability (below
knee), the artificial limb center in Patna has serviced more than
15,000 patients with artificial limbs, calipers and crutches. Camps in
all the districts of Bihar have been organized with support of local
NGOs, Rotary Clubs and Lions clubs. Requests from Nepal Medical College
to hold camps in Nepal for the disabled came to TCIF and the decision
to do so by TCIF was taken in the year under review although the camps
were held in April 2013.
16. Particulars of Employees
Pursuant to provision of section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, the
details of employees who were in receipt of gross remuneration of Rs.
500,000/-p.m., if employed for part of the year & Rs. 6,000,000/- p.a.,
if employed for the full year for the FY ended 31st March, 2013, is
given as an annexure to this report.
17. Appreciation
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation extended by the
shareholders, customers, suppliers, bankers and other business
associates. Your Directors gratefully acknowledge the ongoing co-
operation and support provided by Central and State Governments and all
Regulatory bodies. We place on record our appreciation of the
contribution made by all employees towards the growth of your Company.
For & on behalf of the Board
Place : Gurgaon S M Datta
Date : May 15, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the Seventeenth Annual Report of
the Company together with the Audited Statement of Accounts and the
Auditors' Report for the Financial Year ended 31st March, 2012.
Performance Overview
During the year ended 31st March, 2012, significant financial
highlights are as under:-
(Rs. in million)
Particulars consolidated Standalone
2011-12 2010-11 2011-12 2010-11
Income 19594.2 18563.9 18,323.00 17,601.4
Profit before Finance Cost,
Depreciation & Amortization 1621.1 1437.1 1488.7 1378.1
Taxation & Exceptional Item
Less: Finance Cost (Net) 350.0 265.9 332.8 257.0
Depreciation & Amortization (Net) 415.7 353.1 378.7 320.6
Profit before Tax &
Exceptional Item 855.4 818.0 777.2 800.5
Less: Exceptional Item 0.0 0.0 40.0 0.0
Profit before Tax 855.4 818.0 737.2 800.5
Less: Provision for Tax - Current 258.9 254.9 212.00 224.4
-Deferred 5.0 16 8.22 17.0
Profit after Tax 591.5 547.2 517.0 559.0
Taxes for earlier years (1.9) 46 (1.46) 45.8
Share of (profit)/loss
transferred to minority interest (1.6) (0.1) 0.0 0.0
Add : Balance in Profit
and Loss brought forward 180.4 189.7 82.5 75.4
Profit available for
appropriation 775.4 691.0 600.9 588.6
Appropriations:
- Interim dividend 29.2 29.0 29.2 29.0
- Proposed dividend 49.5 40.2 43.6 36.3
- Dividend Tax 12.8 11.4 11.8 10.8
- Tonnage Tax Reserve 20.3 10.0 20.3 10.0
- General reserve 414.3 420.0 410.0 420.0
Balance carried forward 249.3 180.4 86.0 82.5
775.4 691.0 600.9 588.6
On standalone basis, gross turnover during the year grew by 4.1% to
18,323 mn. Net turnover at Rs. 18,279.7 mn grew by 4%. Pre - tax profit
decreased by -7.91% to Rs. 737.2 mn. Despite adverse market conditions,
the Company has maintained its PAT for the year at Rs. 518.4 mn which
is after absorbing an exceptional provision of Rs. 40 mn for losses /
diminution in the value of equity investments in overseas JV /
subsidiaries. Earning per Share for the year stands at Rs. 7.1. Cash
flow from operations stood at 129.6 mn.
While on consolidated basis, total turnover during the year grew by
5.55% to 19,594.2 mn. Net turnover at Rs. 19537.5 mn grew by 5.54%.
Pre-tax profit increased by 4.58% to 855.4 mn. While post- tax profits
at 595.0 mn recorded a growth of 18.69%. Earning per Share for the year
rests at Rs. 8.19. Cash flow from operations stood at 307.3 mn.
General Reserve
Out of total profit of 518.4 mn on standalone basis for the financial
year ended 31st March, 2012, an amount of Rs. 410 mn has been
transferred to the General Reserves.
Dividend
Your Company has a consistent track-record of dividend payment. The
Board of Directors of the Company had earlier approved payment of an
interim dividend @ 20% on equity share of Rs. 2 each (Re. 0.40/- per
equity share) amounting to Rs. 29.1 mn paid in the month of February,
2012. Further, your Board has recommended payment of final dividend
@30% on equity share of Rs. 2 each (Re. 0.60 per equity share) for the
year 2011-12. The payment of final dividend is subject to shareholders
approval in the ensuing Annual General Meeting of the Company.
With this, the total dividend payout for the fiscal 2011-12 will be at
50% (Previous year @ 45%) on equity share of Rs. 2 each (Re. 1.00 per
equity share) amounting to Rs. 72.72 mn on its paid-up equity capital
of Rs. 145.4 mn.
Change in Capital Structure
During the year, following shares were issued due to exercise of
options by employees under Employees Stock Option Scheme 2006 part-I,
part-II and part-III of the Company;
- 71,820 equity shares allotted on June 21st, 2011.
- 54,750 equity shares allotted on July 19th, 2011.
Post this allotment, the outstanding issued, subscribed and paid up
equity share capital stands increased from Rs. 145,177,240 to Rs.
145,430,380 as at March 31st, 2012.
Subsidiary Companies
Ministry of Corporate Affairs vide circular Nos. 02/2011 & 3/2011 dated
February 8, 2011 & February 21, 2011 respectively had granted general
exemption to holding companies from attaching copies of the Balance
Sheet, Profit and Loss Account, Report of the Board of Directors and
Auditors of the subsidiary companies to the Balance Sheet of the
Company. In accordance with the said circulars, the Balance Sheet,
Profit & loss Account & other documents of the subsidiary companies are
not being attached with the Balance Sheet of the Company.
The Company will make available annual accounts of the subsidiary
companies and related detailed information to the shareholders of the
Company who may be interested in the same.
The annual accounts of the subsidiary companies will also be kept open
for inspection by any shareholders at the Registered Office of the
Company and that of respective subsidiary companies.
Further, pursuant to Accounting Standard (AS)-21 prescribed under the
Companies (Accounting Standards) Rules, 2006 and Listing Agreement as
prescribed by the Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements presented by the Company includes
financial information of subsidiary(ies) / joint ventures of the
company, which forms part of the Annual Report.
Abridged Annual Accounts
In accordance with SEBI Guidelines and Companies Act, 1956, abridged
standalone and consolidated annual accounts for the year ended March
31st, 2012 are being circulated while detailed accounts will be made
available on request and also at the venue of the Annual General
Meeting.
Directors
During the year, Mr. Ashish Bharat Ram was appointed as an Additional
Director in terms of Section 260 of the Companies Act, 1956 effective
from July 28th, 2011. He holds office up to the date of the ensuing
Annual General Meeting. The Company has received notice from a member
proposing his candidature as Non Executive Independent Director of the
Company, liable to retire by rotation and accordingly, his candidature
for appointment as a Director has been included in the Notice convening
the Annual General Meeting.
In terms of the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. S M Datta, Chairman, Mr. S N Agarwal
and Mr. R V Raghavan retire by rotation at the ensuing Annual General
Meeting, and Mr. S M Datta, Chairman and Mr. S N Agarwal being
eligible, offer themselves for re-appointment.
In compliance with Clause 49(IV) (G) (i) of the Listing Agreement, a
brief resume, nature of expertise & detail of directorships held in
other companies of the directors proposing reappointment along with
their shareholding in the Company, are furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting. Your
Directors recommend their re-appointment.
Further, Mr. R V Raghavan, one of the retiring director, has expressed
his inability to continue as director due to personal compulsions. Your
board takes on record the appreciation for the services rendered by him
during his tenure with the Company.
Further, since last Directors' Report, Mr. K. Prabhakar has resigned
from the Board of the Company. The Board places on record its gratitude
for the services rendered by Mr. Prabhakar during his tenure as member
of the Board.
Directors' Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 and based on the information provided by the management, your
directors state that:
- The applicable Accounting Standards have been followed along with
proper explanations relating to material departures In the preparation
of the annual accounts for the financial year ended March 31st, 2012;
- They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31st, 2012 and of the profit of the Company for
the year under review;
- They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- They have prepared the annual accounts on a going concern basis.
Auditors and Auditors' Report
The Statutory Auditors of the Company M/s. R.S. Agarwala & Co.,
Chartered Accountants, Kolkata, retire at the conclusion of the ensuing
Annual General Meeting of the Company & have confirmed their
willingness and eligibility for reappointment and have also confirmed
that their reappointment, if made, will be within the limits stipulated
under Section 224 (IB) of the Companies Act, 1956.
Further, M/s R. S. Agarwala & Co., Chartered Accountants, Bangalore,
Branch Auditors of TCI Seaways, a Division of your Company retire at
the conclusion of the ensuing Annual General Meeting and they have
confirmed their willingness and eligibility for reappointment and that
their reappointment, if made, will be within the limits stipulated
under Section 224 (IB) of the Companies Act, 1956.
In continuation, M/s. K. B. Chitracar & Co., Chartered Accountants,
Kathmandu, the Branch Auditors for branches situated in Royal Kingdom
of Nepal also retire at the conclusion of the ensuing Annual General
Meeting and have confirmed their willingness and eligibility for
reappointment and that their reappointment, if made, will be within the
limits specified under Section 224 (IB) of the Companies Act, 1956.
The Board recommends their re-appointment for the next term. Fixed
Deposit
During the year under report, your Company has not received any fresh
deposits.
The aggregate amount outstanding in respect of fixed deposits as on
31st March, 2012 is Rs. 4.48 mn against 32 fixed deposit holders. No
amounts of deposits are pending unclaimed as on 31st March, 2012.
During the year, the Company has repaid Rs. 2.17 mn In respect of 23
fixed deposit receipts.
Human Capital
The Company considers its employees to be the most valuable asset and
is committed to providing conducive work environment to enable each
individual employee to fully realize his or her potential. Continuous
learning, updating HR systems in line with best practices and aligning
rewards and recognition with performance have enabled the Company to
sustain its reputation of a performance driven organization.
We focus on attracting, engaging and retaining our key resource i.e.
employees. Employees are engaged at young age, undergo structured
training, learn job requirement & groomed at different levels. Standard
performance appraisal system encourages performance orientated work
culture in our organization. Our reward and recognition programmers
encourage internal competition among all employees & better
performance. Preference is given to internal resources and most vacant
positions are filled internally. We have engaged a premier HR
consulting firm to strengthen our induction program me for young
officers in the company, design & develop processes on identifying
high potential employees and their career growth plan. We believe that
these HR interventions will create leadership pipeline in organization.
Particulars of Employees
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, as amended from time to time, is annexed and
forms an integral part of this Report.
Internal Control System
The Company has in place adequate internal control systems commensurate
with its size and nature of business. These systems provide a
reasonable assurance in respect of providing financial and operational
information, compliance with applicable statutes and safeguarding of
assets of the Company. These systems ensure that transactions are
executed in accordance with specified policies and resources are
deployed as per the business plans and policies.
The Company has an in-house internal audit division and the head of
internal audit function reports directly to the Audit Committee to
ensure independence of this function.
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the Code of Conduct
for prevention of insider trading and the Code for corporate
disclosures are in force.
Listing
The equity shares of your Company continue to be listed on The Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE).
The Company has paid annual listing fee for the financial year 2012-13
to BSE & NSE and annual custody fee to National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Shares issued against stock options have been listed and trading
permission has been granted by these stock exchanges.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the listing agreement with the Stock
Exchanges in India, forms part of this Report.
Employees Stock Option Scheme
Your Company has established Employee Stock Option Scheme- 2006 for its
employees. Under the Scheme, during the year,
1,32,000 options in 2 trenches were vested with eligible employees of
the Company. Out of above, 1,26,570 options were exercised by the
employees. Accordingly, your Company allotted 1, 26,570 Equity Shares
to the employees as per following details:
Date of allotment part I part II part III
June 21st, 2011 20,220 20,850 30,750
July 19th, 2011 17,400 10,350 27,000
Total 37,620 31,200 57,750
Furthermore, 2,75,000 options were granted by Remuneration Committee to
entitled employees in their meeting held on 1st June, 2011under the
said Scheme vide Employee Stock Option Scheme IV.
The particulars as required under Clause 12 of SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are
annexed and forms part of this Report.
The certificate required under Clause 14 of the said Guidelines and as
obtained from the Statutory Auditors with respect to the implementation
of the Company's Employees Stock Option Scheme, 2006 shall be placed at
the forthcoming Annual General Meeting.
Corporate Governance
Your Company fully adheres to the standards set out by the Securities
and Exchange Board of India (SEBI) for Corporate Governance practices
and has implemented all of its stipulations. TCI understands and
respects its fiduciary role in the corporate world and besides adhering
to the prescribed corporate practices, it voluntarily governs itself as
per the highest national and international standards of Corporate
Governance.
The Compliance Report on Corporate Governance and a certificate from
Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges forms part of this
report.
Certificate of the CEO/CFO, inter alia, confirming the correctness of
the financial statements, compliance with Company's Code of Conduct,
adequacy of the Internal Control measures and reporting of matters to
the Audit Committee in terms of Clause 49 of the Listing Agreement with
the Stock Exchanges, is attached in the Corporate Governance Report and
forms part of this report.
Corporate Social Responsibility Initiatives
Shri P. D. Agarwal, the Founder of TCI Group was of a strong belief
that life was one long opportunity to be good and to do good. All the
work that goes on in TCI under Corporate Social Responsibility is
firmly etched on this philosophy. The year gone by has been fruitful in
terms of scale and new initiatives in the area of Corporate Social
Responsibility.
Vocational Training Centre
TCI Foundation (TCIF) started the vocational training centre in
Jhamhar, near Ranchi, Jharkhand two years ago.
Two batches of women each batch of about 20, have completed their
training in handloom weaving. They have been given looms and women have
now started working from home.
TCIF entered into an MoU with NIIT Foundation to support us in running
the IT course in the centre. About 50 students in two batches have
completed their basic IT training accredited by NIIT Foundation. The
students belong to the under privileged families in the villages in and
around Jhamhar.
TCIF'S Artificial Limb Centre
Set up to cater and service the poor and provide artificial limbs,
calipers and crutches, TCIF Jaipur Foot centre in Patna has completed
four years in operation. The centre has serviced around
10,000 patients and has done 22 camps since its inception.
The centre has now been equipped with a mobile workshop which can cater
to about 100 patients at any point of time.
TCI DAV Public School
The school which was set up in 2005 is slowly but surely growing.
There is no denying the fact that it offers a lot of challenges in
terms of the political vulnerability of the place and the fact that it
is in the interior of Khunti district with problems of accessibility.
The school organized its first annual Sports Day and Annual function in
February 2012.
Dispensaries
The two dispensaries one each in Coimbatore and Port Blair are catering
to the nearby villages around them. Basic services are provided free of
cost.
Rehabilitation Activates in Leh, J&K
TCI had adopted a village by name Nimmo in Leh when it was hit by a
cloud burst in August 2010 leaving the people of that village totally
devastated. TCI handed over the houses that it built, to the victims of
that calamity. The houses were handed over in the year 2011.
TCIF's Truckers Programmer
TCI Foundation added another feather in its cap in December last year
by bagging the first ever Mahindra Navistar Transport Excellence Award
under the NGO category - 'Accepting No Limits', for the Project Kavach.
Mahindra Navistar Transport Excellence Award is the first ever
initiative taken on such a grand scale to recognize and reward
Out performance, Excellence, Innovation and Leadership in the Indian
Trucking Industry.
In 2011-2012, TCIF as TSG covered approximately 40 lakhs Long Distance
Truckers (LDT) through various Behavior Change Communications like
Inter Personal Communication (IPC) session and mid media activities.
Following are the key achievements of the project in FY 2011-2012:
- Total truckers reached through mid media coverage i.e. Film shows,
street shows, health games etc : 16,49,021
- Total Interpersonal communications coverage through 2,02,453 sessions
: 23,07,165
- Out of 6,56,747 footfalls at the Khushi Clinics total of 5,71,711
truckers were treated at the Khushi Clinics.
- Total of 61,681 truckers were tested at the ICTC out of which 607
were tested positive.
- Total 308 HIV positive truckers were linked to nearby ART centres.
- Through various condom vending machines, traditional outlets &
non-traditional outlets identified around the intervention sites total
94,28,811 condoms have been sold through social marketing.
BMGF Funded Project 'Kavach'
Out of 15 kavach project interventions, TCIF has successfully
transitioned 10 interventions to NACO. Through this, TCIF has
successfully transferred key learning's from its intervention experience
to the government and other key stakeholders.
Suraksha Khushi project
In 2010-2011, HPCL as part of their CSR initiative under Project
Suraksha to improve the health seeking behavior of long distance
truckers, with the expertise of TCIF, has replicated the Khushi Clinic
Model of TCI Foundation in two of its Junction outlets:
- Hosur in Tamil Nadu
- Ravulapalem in Andhra Pradesh
In 2011-2012, HPCL extended its reach by opening two more clinics at
the following junction outlets:
- Satara in Maharashtra
- Sikandra in Uttar Pradesh
Through this initiative, last year alone, TCIF reached out to 11,640
truckers and provided treatment to 2,328 unique long distance truckers
on the NH-2, NH-4 & NH-5.
Celebrated Road Safety Week in Association with SIAM
Integrated Road safety trainings and health camps were organized by
TCIF in association with Society of Indian Automobile Manufacturers
(SIAM) from 5th - 9th Jan'12 at 10 locations across India. TCIF reached
out to 851 long distance truckers through road safety trainings in the
Transshipment locations and through Health Camps reached out to 1875
LDT. Total of 289 truckers were referred to nearby ICTCs. Special talk
was facilitated on 'HIV & AIDS' prevention and care.
TCI's Workplace programmer on HIV/AIDS
TCI is one of the few Corporate in India with a well defined workplace
policy on HIV/AIDS. The policy was adopted in 2005 and was revised in
January 2010 by incorporating two new clauses on social dialogue and
gender discrimination.
A module on HIV/AIDS awareness programme has been developed which is
integrated with the overall training programmes of the TCI group. The
staff of TCI gets exposed to the training each time they go for
training programmes in their core areas which are held in the three
training centers of the Group.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with Rule 2 of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo
is forming part of this report.
Appreciation
Your Directors wish to take this opportunity to express their sincere
gratitude for the valuable guidance and support rendered by the Central
and State Governments, banks, financial institutions, business
associates and various stakeholders, such as, shareholders, customers
and suppliers, for their whole-hearted support and co-operation.
Your Directors would also like to place on record their deep and
sincere appreciation for the hard work, dedication and unstinting
efforts of your Company's employees to ensure that your Company reaches
the pinnacle of success.
For and on behalf of the Board
Place : Gurgaon S M Datta
Date : 30th May, 2012 Chairman
Mar 31, 2011
We are delighted to present the 16th Report for the year ended March
31, 2011, along with the Balance Sheet and Profit & Loss Account for
the year.
Financial highlights (Rs in mn)
Particulars Consolidated Standalone
2010-11 2009-10 2010-11 2009-10
Income 18554.2 15247.2 17598.5 14546.2
Profit before Interest,
Depreciation, Taxation &
Exceptional Item 1427.4 1169.3 1375.3 1139.5
Less:Interest (Net) 256.3 191.7 254.2 195.6
Depreciation (Net) 353.1 296.2 320.6 267.6
Profit before Tax&Exceptional
Item 818.0 681.4 800.5 676.3
Less: Exceptional Item 0.0 29.2 0.0 29.2
Profit before Tax 818.0 652.2 800.5 647.1
Less: Provision for TaxÃCurrent 254.9 226.4 224.4 203.4
Deferred 16 8.6 17.0 9.2
FBT 0.0 0.0 0.0 0.0
Profit after Tax 547.1 417.2 559.1 434.5
Taxes for earlier years (46) (4.5) (46) (4.7)
Shareof(profit)/loss
transferredtominority interest 0.1 (0.02) 0.0 0.0
Add: Balance brought forward 189.1 211.3 75.4 75.8
Balance brought forward
relatingtodemerged entity 0.6 0.0 0.0 0.0
Profit available for
appropriation 691.0 624.0 588.5 505.6
Appropriations:
Interim dividend 29.0 29.0 29.0 29.0
Proposed dividend 40.2 32.9 36.3 29.0
Dividend Tax 11.4 10.4 10.8 9.7
Tonnage Tax Reserve 10.0 12.5 10.0 12.5
General reserve 420.0 350.0 420.0 350.0
Balance carried forward 180.4 189.2 82.5 75.4
691.0 624.0 588.6 505.6
Financial performance
On standalone basis, your Company posted total revenue of Rs. 17,598.5
mn as compared to Rs. 1,456.2 mn in the previous year registering a
growth of 20.98% over the last year. The profits before tax but after
exceptional item at a growth of 23.71 % stood at Rs. 800.5 mn against
Rs. 647.1 mn of the last year.
TCI Group, on a consolidated basis achieved total revenue of Rs.
18,567.2 mn during the year under review against Rs. 15,247.2 mn in the
previous year. Consolidated profit before tax but after exceptional
items of the group for the FY 2010-11 was Rs. 818 mn while it was Rs.
652.2 mn during the previous year.
The consolidated financial statements are prepared in compliance with
the Accounting Standards and listing Agreement as prescribed by the
SEBI and include financial information of its subsidiaries and joint
venture companies.
Dividend
Keeping in view the improved performance, your Board has already
declared an interim dividend of Re.0.40 per share.
The Board has also recommended a final dividend of Re. 0.50 per share
aggregating to the total dividend for the year @ Re. 0.90 per share
(Previous year @ Re 0.80/ share) subject to the approval of
Shareholders at the ensuing Annual General Meeting which if approved,
will be paid to (i) all those equity shareholders whose name appear in
the Register of Member as on 22nd July, 2011; and (ii) to those whose
names appear as beneficial owner , as at the end of business hours on
22nd July, 2011 as furnished by the National Securities Depository
Limited and Central Depository Services (India) Limited for the
purpose.
The proposed dividend is in accordance with the Companys policy to pay
sustainable dividend linked to long term performance, keeping in view
the capital needs for the Companys growth plans and the intent to
optimal financing of such plans through internal accruals.
Increase in share capital
During the year, we issued 60,375 Equity Shares on the exercise of
stock options under Employee Stock Option Scheme 2006 Part-I and Part
-II. Due to this, the outstanding issued , subscribed and paid up
equity share capital stands increased from Rs. 145,056,490 to Rs.
145,177,240 as at March 31, 2011.
Scheme of arrangement/demerger
The Company has demerged its earstwhile"Real Estate and Warehousing
divisionà into TCI Developers Limited (TDL) by a Scheme of Arrangement
duly approved by the Honble High Court of Andhra Pradesh, Hyderabad,
vide its order dated 15th September 2010. The Company i.e. TDL has
taken over all the specified and allocated assets, both movable &
immovable and liabilities from erstwhile "Real Estate & Warehousing
Divisionà of Transport Corporation of India Limited (TCI) and the above
have been vested with TDL with effect from 1st April 2010 i.e. the
Appointed Date in pursuance of the Scheme of Arrangement.
Pursuant to the said Scheme, 36, 29,431 equity shares of Rs.10/- each
of TCI Developers Ltd. (Transferee Company) have been allotted on the
basis of the Scheme of Arrangement duly approved by the Honble High
Court of Andhra Pradesh, Hyderabad, in the ratio as mentioned in the
Scheme i.e. one equity share of Rs.10/- face value against every twenty
equity share of Rs.2/- face value held by Shareholders in Transport
Corporation of India Ltd. (Transferor Company).
Subsidiary companies
During the period under review, there was no change in the no. of
subsidiaries of the Company.
Further, the consolidated financial statements, which includes the
financial information of the subsidiaries of the Company has been
prepared pursuant to the provisions of Accounting Standards (AS) Ã 21
issued by the Institute of Chartered Accountants, also forms part of
the Annual Report.
The audited accounts and related information of subsidiaries will be
made available on request. These documents will also be available for
inspection during business hours at our Corporate Office in Gurgaon,
Haryana.
Directors
Articles of Association of the Company provide that at least two-third
of our Directors shall be subject to retirement by rotation. One third
of these retiring Directors must retire from office at each Annual
General Meeting of the shareholders. A retiring Director is eligible
for re-election.
Mr. K S Mehta, Mr. O Swaminatha Reddy and Mr. M P Sarawagi, Directors
retire by rotation and being eligible offer themselves for re-
appointment at this Annual General Meeting.
A brief profile of directors, who are proposed to be re-appointed, is
given hereunder:-
1. K. S. MEHTA
K. S. Mehta is a renowned Chartered Accountant in practice. He has
approximately 39 years of experience in corporate finance &
restructuring, project financing, business valuations and tax planning.
The list of companies where Mr. Mehta holds directorship or is a
Chairman/Member of Committee(s), is given hereunder:-
Directorships Committee
Sl.
No. Public Limited
Companies Designation Transport Corporation of
India Ltd.
1. Shareholders/ Investors
1. Transport Corporation
of India Ltd. Director Grievance Committee Chairman
2. Radico Khaitan
Limited Director 2. Audit Committee Member
Blue Cost Hotels & Resorts Limited
3. Continental Engines
Limited Director 1. Remuneration Committee Chairman
2. Audit Committee Member
4. Medpat Finance
Limited Director 3. Shareholders /
Investors
5. Kothari Industrial
Mgt Company Ltd. Director Grievance Committee Member
Radico Khaitan Limited
6. Blue Coast Hotels &
Resorts Limited Director 1. Nomination Committee Member
Continental Engines Limited
Private Limited Company 1. Audit Committee Member
1. Innotem Services
Pvt. Ltd. Director 2. Restructuring
Committee Member
2. O. Swaminatha Reddy
O. Swaminatha Reddy has over 57 years of experience as a financial and
management consultant. He holds directorship on the Board of several
eminent companies.
The list of companies where Mr. Reddy holds directorship or is a
Chairman/Member of Committee(s), is given hereunder:-
Directorships Committee
Sl.
No. Public Limited
Companies Designation Transport Corporation of India Ltd.
1. Audit Committee Chairman
1. Transport Corporation
of India Ltd. Director
2. Compensation
Committee Member 2. TCI Developers Ltd. Director
3. Sagar Cements Ltd.,
Hyderabad Chairman Sagar Cements Ltd.
4. TCI Finance Ltd.,
Hyderabad Chairman 1. Audit Committee Chairman
5. Sagar Power Ltd.,
Hyderabad Chairman K.C.P. Ltd.
6. K.C.P. Ltd.,
Chennai Director 1. Audit Committee Chairman
7. Bhagyanagar India
Ltd., Hyderabad Director Bhagyanagar India Ltd.
8. Surana Ventures
Limited Director 1. Audit Committee Chairman
Private Ltd. Companies Surana Ventures Limited
1. K.M. Power Pvt. Ltd.,
Hyderabad Director 1. Audit Committee Chairman
(Nominee IREDA)
2. Thembu Power Pvt.
Ltd., Pune Director
TCI Developers Limited
(Nominee IREDA)
1. Audit Committee Member
3. E.P.R. Gene
Technologies
Pvt. Ltd., Director
Hyderabad
4. E.P.R. Pharmaceuti
-cals Pvt. Ltd., Director
Hyderabad
5. E.P.R. Centre for
Cancer Research Director
And Biometrics Pvt.
Ltd., Hyderabad
3. M.P. Sarawagi
M.P. Sarawagi has been associated with the Company for the past 46
years. He possesses rich experience in the legal and commercial aspects
of the transport industry. He is a Graduate in Law from the Calcutta
University.
The list of companies where Mr. Sarawagi holds directorship or is a
Chairman/Member of Committee(s), is given hereunder:-
Directorships Committee
Sl.
No. Public Limited
Companies Designation Transport Corporation of
India Ltd.
1. Share Transfer Committee Member
1. Transport Corpor
-ation of India Ltd. Director 2. Compensation Committee Member
2. Bhoruka Investment
Ltd. Director
3. Bhoruka Finance
Corporation Director
of India Ltd.
4. Orissa Tyres Ltd.
(In Liquidation) Director
Private Ltd. Company
1. Ashish Securities
Pvt. Ltd. Director
2. Prabhu-Dhan Carriers
Pvt. Ltd. Director
3. Prabhu-Dhan Properties
Pvt. Ltd. Director
4. Prabhu-Dhan
Infrastructure
Pvt. Ltd. Director
5 Prabhu-Dhan Real
Estate Pvt. Ltd. Director
6. Bhoruka Properties
Pvt. Ltd. Director
Directors responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year
ended 31st March 2011, the applicable accounting standards have been
followed along with proper explanations relating to material
departures, if any;
(ii) We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at end of the financial year and of the profit of the
Company for the period;
(iii) We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities; and
(iv) We have prepared the annual accounts on a going concern basis.
Auditors
M/s. R.S. Agarwala & Co., Chartered Accountants, Kolkata, as Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment.
M/s R. S. Agarwala & Co., Chartered Accountants, Bangalore, Branch
Auditors for TCI Seaways Division of the Company are retiring at this
AGM and being eligible, offer themselves for re-appointment.
M/s. K.B. Chitracar & Co., Chartered Accountants, Kathmandu, the Branch
Auditors for branches situated in Royal Kingdom of Nepal are retiring
at this AGM and being eligible, offer themselves for re-appointment.
The Company has received letters from them, to the effect that their
appointment, if made, would be within the prescribed limits u/s 224(1B)
of the Companies Act 1956 and that they are not disqualified from such
appointment within the meaning of section 226 of the Companies Act,
1956.
The Notes on Accounts as referred in the Auditors Report together with
notes to accounts are self-explanatory and hence do not call for any
further comments under Section 217 of the Companies Act, 1956.
Public deposits
As on 31st March 2011, Public Deposits stood at Rs. 6.65 million, and
there is no amount of fixed deposits which has remained unclaimed.
During the year under review, the Company has not accepted any fixed
deposits.
Human resources
Employees are our vital and most valuable assets. They are at the
forefront of all activities undertaken by our Company. Company believes
in providing a fair and competitive working environment which
encourages meritocracy and commitment towards CORE values. Companys
forward looking HR policies attract, engage, retain and develop the
human resources. Every year, more than 2000 employees undergoes
structured training programme which enables them in effective discharge
of responsibilities and career growth. Company encourages development
of cross functional expertise by job rotation, job upgradation,
assigning newer & higher responsibilities on elevation in hierarchy.
Our proactive approach towards our human resources, best human
resources practice in the industry, and challenging work opportunities
creates a sense of satisfaction among our employees & encourages them
in contributing their best for our business and customer.
Employee stock option scheme
During the year under review, 2,00,000 options were granted by the
Compensation / Remuneration Committee in its meeting held on 19th May,
2010 to the deserving employees in accordance with the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (The SEBI Guidelines).
The particulars as required under Clause 12 of SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 have
been annexed to this report.
Management discussion & analysis report
Management Discussion & Analysis on Companys performance, industry
trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable, are presented in the Annual Report
of the Company.
Corporate governance report
Your Company believes Corporate Governance is at the core of
stakeholder satisfaction. Corporate Governance is also related to
Innovation and strategy as the organizations ideas of innovation and
strategies are driven to enhance stakeholder satisfaction for all
stakeholders.
Your Companys Corporate Governance practices are described separately
in the Annual Report.
Corporate social responsibility
Its yet another year and time to report on the initiatives on the CSR
front. While the existing projects are going on well, scaling up their
targets, the highlights of the year gone by have been the following.
- TCI Foundations (TCIF) tie-up with JHARCRAFT resulting in Women from
our target areas moving towards empowerment leading to enhanced self
esteem, confidence and discovering/rediscovering themselves.
- TCIFs collaboration with NIIT Foundation to train the girls and
women from the villages in Khunti District of Jharkhand in Information
Technology.
- The leadership role played by TCI to get the Transport Systems and
Management course revised and changed to the needs and demands of the
market. TCI is closely working and supporting CBSE in this endeavor.
Vocational Training Center
Last year in February 2010, TCIF had started a vocational training
center in its school campus. The intent behind starting the center was
to facilitate the communities in the tribal belt to learn new skills,
upgrade the existing ones and also to provide a common forum for social
mobilization leading towards empowerment. We are providing training in
sewing, computers and beauty culture. We have had a good response from
women and girls to the programmes started in the year 2009-10.
TCIFs tie up with Jharkhand Silk Textile & Handicraft Development
Corporation Ltd, (JHARCRAFT)
TCIF with the help of JHARCRAFT, a Government of Jharkhand undertaking,
has started a training programme for our women trainees in handloom
weaving. The women would be receiving a monthly stipend of about Rs.
2000-2500 depending upon the days they log in from JHARCRAFT.
The center has been established in a building that is owned by the
local people in Jhamhar village. The first batch of 16 women have
finished their three months training. The first lot of stipend has been
received for 16 students. A cheque of Rs. 31,860 has been received for
the first month. An account in the name of TCIF Womens Self Help Group
has been opened in one of the local banks there.
Every trainee will be awarded one loom at the end of the 3 month
training
At the end of the three months, all the trainees would be given one
loom each that would be installed in their own homes. This is being
done to encourage women entrepreneurship and is also a step towards
revival of traditional crafts. The women would also be given raw
materials and they can work at home and the finished products would be
collected from them after being paid for their labor.
This initiative would indeed be impacting very hugely on the women and
would lead towards their empowerment. Women who have hitherto been on
the fringes of their families with low self esteem have been
facilitated to come out of their homes, obtain skills leading to
employability which would ultimately lead to their gaining more
confidence and discovering /rediscovering themselves.
Tie up with NIIT Foundation
TCIF entered into an MoU with NIIT Foundation to support us in running
the IT course. The support will be in the form of the following
- Providing accreditation to the IT course being taught in the
Vocational Training Center
- Provide the content
- Train and certify the resource persons
- Students upon completion of the course would be presented
certification by NIIT Foundation
This tie up is expected to add value to the course and help the
students to upgrade their skills further and improve their
employability in the job market.
TCIF and CBSE collaborate to revise the TS&M course in the Plus 2 grade
TCI wants that the CBSE approved course in Transport System and
Management (TS&M) is revised to meet the present requirements of the
Logistics industry. TCI has been facilitating CBSE to take this
initiative forward. A committee has already been formed and work in
this direction is in progress.
Artificial Limb Center
TCIF started an artificial limb center namely "TCI Jaipur Foot and
Rehabilitation Centerà situated in Patna in May 2008.This was done in
collaboration with Bhagwan Mahaveer Viklang Sewa Samiti (BMVSS) in
Jaipur. It provides artificial limbs, crutches and calipers to the
poor, free of cost.
Camps in various districts of Bihar have been organized in
collaboration with the local NGOs and to reach out to the un- reached
and provide treatment and support to the patients. A few organizations
from overseas as well have shown interest in our work nationally
decorated doctors whose services are widely acknowledged and recognized
are on the centers panel. They provide free consultancy services to
the patients twice a week.
TCI DAV Public School
TCI started a school in year 2005 in Gobindpur in Khunti district of
Jharkhand state. The main objective behind opening the school was to
provide and reach quality education in remote areas, which have low or
no accessibility to quality education. The school is being run by DAV
College Managing Committee.
Dispensaries
The two dispensaries one each in Coimbatore and Portblair are catering
to the nearby villages around them. Basic services are provided free of
cost.
HIV/AIDS Awareness Programme
TCIF runs KAVACH, an awareness programme on HIV/AIDS for the long
distance truckers. The programme had focused interventions in 15
largest impact locations on the major routes along the national
highways inspired by the programming approach of Kavach in arresting
the spread of HIV among the vulnerable population.
Impact of the programme
- HIV prevalence amongst LDTS was contained from 3.5% to 2.2%
- STI has gone down considerably
- Condom usage with paid partners has increased from 72% to 77% while
at the same time consistent Condom usage with non paid partners has
doubled from 19% to 34 % during this period
- In 2007, KAVACH reached out to 8.3% of our target group which
increased to 30% in 2009
National AIDS Control Organisation has contracted TCIF as the Technical
Support Group (TSG) to the truckers programme for mainstreaming and
scaling up the truckers intervention to the national HIV prevention
programme (NACP-111).
TCIs Workplace programme
TCI is one of the few Corporates in India with a well defined workplace
policy on HIV/AIDS. The policy was adopted in 2005 and was revised in
January, 2010 by incorporating two new clauses on social dialogue and
gender discrimination.
TCI has a bank of 70 Master Trainers who provide awareness programmes
on HIV/AIDS to the staff at large. A module on HIV/AIDS awareness
programme has been developed which is integrated with the overall
training programmes of the TCI Group.
Personnel
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 ("the ActÃ) read with Companies (Particulars of
Employees) Rules, 1975, have been provided as an annexure to this
report.
Acknowledgements and appreciation
Your Directors take this opportunity to thank the customers,
stakeholders, suppliers, bankers, business partners/associates,
financial institutions and Central and State Governments for their
consistent support and encouragement to the Company. I am sure you will
join our Directors in conveying our sincere thanks to all the employees
of the Company for their hard work and commitment. Their dedication
and competence has ensured that the Company continues to be a
significant and leading player in the Logistic Sector.
For and on behalf of the Board
Place : Gurgaon S M Datta
Dated:1st June, 2011 Chairman
Mar 31, 2010
The Directors are pleased in presenting the 15th Annual Report and the
audited accounts of your Company - standalone as well as
Consolidated,for the year ended 31 st March 2010.
FINANCIAL RESULTS
(Rs. in Million)
Particulars Consolidated Standalone
2009-10 2008-09 2009-10 2008-09
Income 15247.2 13582.8 14546.2 13044.2
Profit before Interest, Depreciation,
Taxation & Exceptional Item 1169.3 1090.3 139.5 990.0
Less: Interest (Net) 191.7 242.7 195.6 240.7
Depreciation (Net) i 296.2 296.6 267.6 259.8
Profit before Tax & Exceptional Item 681.4 551.0 676.3 489.5
Less: Exceptional Item 29.2 40.0 29.2 40
Profit before Tax 652.2 511.0 647.1 449.5
Less: Provision for Tax- Current 226.4 159.8 203.4 147.2
-Deferred 8.6 -0.9 9.2 0.2
-FBT 0 19.1 0 18.7
Profit after Tax 417.2 333.0 434.5 283.4
Taxes for earlier years -4.5 -0.4 -4.7 -0.2
Share of (profit)/loss transferred to
minority interest (0.02) 0.03 - -
Add: Balance brought forward 211.3 185.3 75.8 72.1
Profit available for appropriation 624.0 517.9 505.6 355.3
Appropriations:
-Interim dividend 29.0 0 29.0 0
-Proposed dividend 32.9 70.3 29.0 43.5
-Dividend Tax 10.4 7.7 9.7 7.4
-Tonnage Tax Reserve 12.5 16.0 12.5 16.0
-General reserve 350 212.6 350 212.6
Balance carried forward 189.2 211.3 75.4 75.8
624.0 517.9 505.6 355.3
Business Results
On standalone basis,your Company posted total revenue of Rs. 14,546
million as compared to Rs. 13044 million in the previous year
registering a growth of 11.51% over the last year.The profits before
tax & exceptional item at agrowth of 38.16% stood at Rs.676.3 million
against Rs.489.5 million of the last year.
TCI Group, on a consolidated basis achieved total revenue of Rs. 15,247
million during the year under review against Rs. 13,582 million in the
previous year. Consolidated profit before tax & exceptional items of
the group for the FY 2009-10 was Rs.681.4 million while it was Rs.551
million during the previous year.
The consolidated financial statements are prepared in compliance with
the Accounting Standards and listing Agreement as prescribed by the
SEBI and include financial information of its subsidiaries and joint
venture companies.
Dividend
Keeping in view the improved performance,your Board has already
declared an interim dividend of Re.0.40 per share.
The Board has also recommended a final dividend of Re.0.40 per share
aggregating to the total dividend for the year @ Re 0.80 per share
(Previous year @ Re 0.60/ share) subject to the approval of
Shareholders at the ensuing Annual General Meeting. The total payout
including dividend tax works out to Rs. 67.77 million.
Change In Paid Up Capital
During the year under review the paid up capital of the Company has
been increased from Rs. 14,50,11,280 to Rs. 14,50,56,490 pursuant to
allotment of 22,605 Equity Shares to the employees of the company who
have exercised their stock options under Employee Stock Option Scheme
2006 Part-I.
De-merger
As members are aware that the Company is de-merging its Real Estate and
Warehousing Division and vesting into TCI Developers Limited (TDL)
subject to the requisite approvals including from Honble High Court of
Andhra Pradesh, Hyderabad.The de-merger will be effective from 1st
April 2010. In-principal approval to the Scheme has since been granted
by both the stock exchanges i.e. Bombay Stock Exchange Limited and
National Stock Exchange Limited, with which the shares of the company
are listed.
Post de-merger, every Shareholder of the Company will get I (one)
Equity Share of Rs. 10/- each inTDL for every 20 (twenty) Equity Shares
of Rs. II- each held in the Company on the Record Date to be announced
in due course.
Subsidiaries
During the year, nine companies were added as the subsidiaries of your
company, thereby taking the total number of subsidiary companies to
twenty-one as on March 31,2010.The financial details of the
subsidiaries as well as the extent of holdings therein are provided in
a separate section of the Annual Report.
The Company has applied to the Central Government under Section 212(8)
of the Companies Act, 1956, seeking an exemption from attaching the
copies of balance sheet, profit and loss account, directors / auditors
report and other documents required to be attached under section 212(
I) of the Companies Act, 1956 to the balance sheet of the Company, the
said approval is expected shortly. The Company had been granted such
approval in previous years. Accordingly, the said documents are not
being attached with the balance sheet of the Company. Shareholders who
may be keen of getting Annual Accounts of the Companys Subsidiaries
may obtain it upon request. The annual report and accounts of these
companies will be kept for inspection at your Companys registered
office.The financials of the subsidiaries of the Company have been
provided in a statement pursuant to Section 212 of the Companies Act,
1956, which forms part of this Annual Report. Further, the consolidated
financial statements, which include the financial information of the
subsidiaries of the Company has been prepared pursuant to the
provisions of Accounting Standards (AS) - 21 issued by the Institute of
Chartered Accountants also forms part of the Annual Report.
Public Deposits
As on 31 st March 2010, Public Deposits stood at Rs. 5.48 million, out
of which Rs.0.08 million have matured and remain unclaimed.
There have been no overdue deposits.
Directors
In line with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. S.M. Datta, Mr. S.N
Agarwal and Mr. R.V Raghavan, Directors are retiring by rotation at
this meeting and being eligible, offer themselves for re-appointment at
the ensuingAnnual General Meeting.
Auditors And Auditors Report
M/s. R.S.Agarwala & Co., Chartered Accountants, Kolkata hold office
until the conclusion of the ensuingAnnual General Meeting and are
eligible for reappointment.
M/s. K.B. Chitracar & Co., Chartered Accountants, Kathmandu, the Branch
Auditors for branches situated in Royal Kingdom of Nepal are retiring
at this AGM and being eligible, offer themselves for re-appointment.
M/s R.S.Agarwala & Co., Chartered Accountants, Bangalore are proposed
to be appointed as the Branch Auditor for auditing the accounts of
theTCI Seaways Division of the Company for the financial year 2010-11.
The Company has received letters from them that their reappointment if
made, shall be within the prescribed limits u/s 224( IB) of the
Companies Act 1956 and that they are not otherwise disqualified within
the meaning of section 226 of the saidAct.
The Notes on Accounts as referred in the Auditors Report are
self-explanatory and therefore do not call any further comments.
Human Resources
Your Board continues to consider human resources as the most valuable
asset in our organization and endeavor is to retain and develop its
human resources.The Corporate Human Resources department is committed
to improve employee satisfaction at all levels and create a motivated,
responsive and accountable organization.
An outside agency of repute was engaged to measure Employees
Satisfaction Survey and the outcome thereof is quite helpful to make
amends wherever necessary.
Staff training & development has been given special thrust to ensure
people development, learning, sharing of knowledge and best practices.
Functional specific training programmes are being organized throughout
the year at various locations facilitating maximum participation.
Statutory Disclosures
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant information and data
is given in the annexure hereto.
Employee Stock Option Scheme
Your Company has introduced Stock Option Plans to reward and retain
best talent. During the year under review 108,000 options were granted
by the Compensation / Remuneration Committee in its meeting held on 21
st May 2009 to the deserving employees.
A statement of disclosures pursuant to Clause 12 of SEBI (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999
has been annexed with this report.
Management Discussion & Analysis Report
Management Discussion &Analysis Report is annexed to this report.
Corporate Governance Report
As per the requirements of Clause-49 of the Listing Agreement, a
separate report on Corporate Governance is annexed to this report.
TheAuditors certificate on compliance under Corporate Governance is
also annexed. Corporate Social Responsibility
The year under review has been an encouraging one in terms of new
initiatives planned and executed.The most important ones were the
starting of a vocational training center in the campus of our
schoolÃTCI DAV Public School in the remote area of Khunti
DistrictJharkhand.The various CSR activities are run by GroupTCIs
social armTCI Foundation (TCIF).
Artificial Limb Center
In May 2008, TCI in collaboration with BMVSS, Bhagwan MahaveerViklang
Sewa Samiti in Jaipur started an artificial limb center namely "TCI
Jaipur Foot and Rehabilitation Center" situated in Patna. It provides
artificial limbs, crutches and calipers to the poor free of cost.The
intervention has impacted several lives, which went off track because
of disability struck due to accidents, illnesses etc. After receiving
the service, people who were earlier working have got back to work,
children have become mobile and leading lives of less or no dependence
as far as their physical movement is concerned.Since the time the
center became operational till March 2010,the center has touched the
lives of more than 2500 people. Other than the people of Bihar, our
center has provided benefit to people of Assam, Orrisa,West Bengal,
Himachal Pradesh & Birgunj (Nepal) through the various camps that have
been organized.
TCI DAV Public School
TCI started a school in year 2005, in Gobindpur in Khunti district of
Jharkhand state.The main objective behind opening the school was to
provide and reach quality education in remote areas, which have low or
no accessibility to quality education. Presently the school is upto 8th
Standard beginning from Nursery. TCI has lately entered into an
agreement with DAV Ranchi in the year 2008 for the proper running of
the school.
VocationalTraining Center
TCI has started a vocational training center in its school campus in
February 2010.The intent behind starting the center was to facilitate
the communities in the tribal belt to learn new skills, upgrade the
existing ones and also to provide a common forum for social
mobilization leading towards empowerment. We are providing training in
sewing, computers and beauty cultureAs of now we have 113 women and
girls enrolled for various trainings.
Dispensaries
Till recently TCI was running dispensaries in three locations i.e.
Ahmedabad, Coimbatore and Portblair. It was decided to close down
Ahmedabad dispensary after the findings of an internal survey showed
that enough interventions have been introduced by the State Government
in the area. The patients visiting in the two remaining dispensaries
are very poor, hence are given treatments medicines free of charge.
HIV/AIDSAwareness Programme
TCIF runs KAVACH.an awareness programme on HIV/AIDS for the long
distance truckers.The programme had focused interventions in 15 largest
impact locations on the major routes along the national highways
inspired by the programming approach of Kavach in arresting the spread
of HIV among the vulnerable population, National AIDS Control
Organisation has contractedTCIF as the technical Support Group (TSG) to
the truckers programme for mainstreaming and scaling up the truckers
intervention to the national HIV prevention programme (NACP- III).
TCIs HIV AIDS Workplace Policy
TCI is one of the few Corporates in India with a well defined workplace
policy on HIV/AIDS.The policy was adopted in 2005 and was revised it in
January 2010 by incorporating two new clauses on social dialogue and
gender discrimination.
TCI has a bank of 70 Master Trainers who provide awareness programmes
on HIV/AIDS to the staff at large. During the year under review, 1200
employees have been covered in 48 training programmes. A module on
HIV/AIDS awareness programme has been developed which is integrated
with the overall training programmes of theTCI Group.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) The Company has, in the preparation of the annual accounts,
followed the applicable accounting standards along with proper
explanations relating to material departures, if any.
(ii) The Directors had 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 31 st March 2010 and of the profit of the Company
for the year ended 31 st March 2010.
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31 st March 2010 on a going concern basis.
Cautionary Statement
Statements made in the Management Discussion and Analysis contain
certain forward looking statements based on various assumption on the
Companys present and future business strategies and the environment in
which it operates. Actual results may differ substantially or
materially from those expressed or implied due to risk and
uncertainties.
Particulars of Employees
As required under Section 217(2A) of the Companies Act, 1956 ("the
Act") read with Rules framed there under, as amended, the requisite
details are set out in the annexure to this Report.
Acknowledgements
On behalf of the Board of Directors, I would,like to place on record my
deep appreciation to all the Government Authorities, Regulatory bodies,
banks, Financial Institutions, Customers and Shareholders of the
Company. I also thank my colleagues on the Board for their timely
guidance & support extended to me.
Your Directors would also like to take the opportunity to express their
appreciation for the dedicated efforts from the employees of the
Company.
For & on behalf of the Board
Place: Gurgaon S M Datta
Date: May 19,2010 Chairman
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