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Directors Report of Transport Corporation of India Ltd.

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 Tax–Current 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 division” 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 Division” 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) – 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 Center” 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 Act”) 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 school—TCI 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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