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Notes to Accounts of Transport Corporation of India Ltd.

Mar 31, 2016

1. The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 (the Scheme) between Transport Corporation of India Limited (the Demerged Company) and its wholly owned subsidiary TCI Express Limited (formerly known as TCI Properties (Pune) Limited - the Resulting Company) and their respective shareholders and the creditors of the two companies for demerger of the XPS undertaking of the Demerged Company into TCI Express limited with the appointed date at the close of business hours on 31st March 2016, has been sanctioned by the Hon''ble Telengana and Andhra Pradesh High Court by an order dated 14th June, 2016 and a certified copy thereof has been filed with the Registerar of Companies, Hyderabad. The scheme, being effective from the appointed date, provides for:

a) Issue of one equity share of Rs. 2 each by TCI Express Limited (Formerly known as TCI Properties (Pune) Ltd. for two equity shares of Rs. 2 each of the Demerged Company

b) Cancellation of 50,000 equity shares of Rs. 10 each of TCI express Ltd (Formerly known as TCI Properties (Pune) Ltd. held by the demerged company under the provisions of sections 102 to 103 of the Companies Act 1956 and same has been adjusted with General Reserve. In respect of the above adjustments it is deemed that the special resolution as contemplated under Article 62 of the Article of Association of the demerged company and under section 100 of the Companies Act 1956 has been passed and all the procedures required under section 100 of the Companies Act, 1956 for reduction of share capital have been complied with.

c) Loss of Rs. 2,13,739,400 on liquidation of the wholly owned subsidiary of the demerged company TCI Global Holding (Mauritius) Limited has been adjusted in the statement of profit and loss and an equivalent amount transferred from Securities Premium Account to the Statement of Profit and Loss.

d) The amount of difference in the net value of assets has been adjusted against reserves as per the Scheme.

e) All the assets and liabilities of the XPS Undertaking has been transferred as a going concern at the values appearing in the books of the Demerged Company at the close of business hours on 31st March 2016. The particulars of assets and liabilities transferred are as follows

2. a) There is no outstanding as at 31st March 2016 due to Micro and Small Enterprises registered under Micro, Small and Medium Enterprises development Act, 2006, (MSME)

b) Interest paid/payable to the enterprises register under MSME Rs. NIL ( Previous Year NIL)

3. Previous year figure''s have been regrouped /rearranged wherever considered necessary


Mar 31, 2015

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

Shares Reserved for Issue Under Options:

9,81,500 equity share of Rs. 2/- each are reserved under employee stock option scheme as on 31st March, 2015 (Previous year 800,000). Of this 140,000 options, 31 1,500 options and 530,000 options will vest in the year 2015-16, 2016-17 and 2017-18 respectively.

Note:

(i) On allotment of 24,00,000 Equity shares by way of preferential allotment and 3,25,320 Equity shares under Employees'' Stock Option Scheme.

(ii) Transferred to Statement of Profit and Loss in the previous year being depreciation provided on revalued amount.

(iii) In respect of options granted under the Employees'' Stock Option Scheme and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of options (based on market value of share on the date of grant of options minus option price) is accounted as deferred employee compensation, which is amortised on a straight line basis over the vesting period. Consequently Employee benifits expenses includes Rs. 178,83,984 (Previous Year Rs. 28,96,277) being amortisation of deferred employee compensation.

(iv) Transferred to Security Premium Reserve on allotment of equity shares during the year under Employees'' Stock Option Scheme.

(v) Amount utilized for acquisition of Ships.

2. RELATED PARTY DISCLOSURES

I. List of Related Parties:

Key MAnagement Personal:

Mr. D.P. Agarwal

Mr.Vineet Agarwal

Mr. Chander Agarwal

Relatives of Key Management Personal:

Mrs. Priyanka Agarwal (Wife of Mr.Vineet Agarwal)

Associates:

TCI Global Logistics Ltd.

Bhoruka Finance Corporation of India Ltd.

TCI Industries Ltd.

Bhoruka International Pvt. Ltd.

TCI Properties (Guj) - Partnership firm

TCI Properties (Delhi) -Partnership firm

TCI Developers Ltd.

TCI Properties (West) Ltd.

TCI Distribution Centres Ltd.

TCI Exim Pvt. Ltd.

XPS Cargo Services Ltd.

TCI India Ltd.

TCI Warehousing (MH) - Partnership firm

TCI Properties (South) -Partnership firm

TCI Properties (NCR) - Partnership firm

TCI Infrastructure Ltd.

TCI Apex Pal Hospitality India Pvt. Ltd.

Subsidiaries/ Step Doen Subsideries :

PT TCI Global

TCI Global (Thailand) Co. Ltd., Thailand

TCI Global Pte Ltd., Singapore

TCI Global (Shanghai) Co. Ltd., China

TCI Holdings Asia Pacific Pte Ltd., Singapore

TCI Global Holdings (Mauritius) Ltd., Mauritius

TCI Properties (Pune) Ltd.

TCI Holding SA & E Pte Ltd.Singapore

TCI Global (HKG) Ltd., Hong Kong

TCI Global Logistik Gmbh, Germany Transport Co of India (Mauritius)Ltd., Mauritius

TCI Global (Malaysia) Sdn Bhd, Malaysia

TCI GlobalBrazil Logistica Ltd, Brazil

TCI Holdings Netherlands B.V., Netherlands

TCI-CONCOR Multimodal Solutions Pvt. Ltd.

TCI Transportation CompanyNigeria Ltd.

PT. TCI Global, Indonesia

3. CONTINGENT LIABILITIES AND COMMITMENTS:-

Particulas 31st march 2015 31st March 2014 In Rs in Rs Contingent liabilities Provide in respect of following :

Trade Tax/ Octroi/ Duty/ ESI and other demands under dispute 47,184,441 33,777,681

Guarantees and Counter Guarantees Outstanding 454,154,421 519,399,227

Income Tax demands under dispute 3,397,540 -

4. In respect of assets taken under non-cancellable operating lease, the future minimum lease payments as on 31st March 2015 are:

5. Details of Loans given, Investments made and Guarantees given covered u/s 186 (4) of the Companies Act, 2013 Investments made are given under the respective heads (Refer note 10).

Corporate Guarantees given by the Company in respect of loans as at 31st March, 2015:

6. As per Section 135 of the Companies Act, 2013, a Corporate Social Responsible committee has been formed by the Company. Expenditure by way of contribution to various trusts and institutions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs. 172 lacs.

7. a) There is no outstanding as at 31st March 2015 due to Micro and Small Enterprises registered under Micro, Small and

Medium Enterprises development Act, 2006, (MSME).

b) Interest paid/payable to the enterprises register under MSME Rs. NIL (Previous Year NIL).

8 . Previous year figure''s have been regrouped /rearranged wherever considered necessary.


Mar 31, 2013

1. Explanation to abridged financial statement

(i) Assets and liabilities include balances which are both current and non-current in nature

(ii) The previous year figures have been re-grouped/re-claissfied whereever necessary to conform to current presentation

(iii) Managerial remuneration excludes perquisite value of company''s car and shares allotted under employee stock option 5. Exceptional Item (note 11 (i), (ii) & (iii) of annual standalone financial statements)

(i) Anne Sofie Scan Aps , the joint venture company , was liquidated and final payment on liquidation has been received during the year . The loss on this account has been adjusted against the provision of Rs 100 lacs, made in the year 2011- 12 and excess provision of Rs 32.54 Lacs written back as an exception item.

(ii) The company has made investment in share capital and loans and advances to its overseas wholly owned subsidiaries namely TCI Global (Shanghai) Co. Ltd,TCI Express Pte.Ltd and Transport Co of India (Mauritius) Ltd of Rs 3.70 crores . The net worth of these subsidiaries has substantially eroded because of losses incurred from year-to-year. A provision of Rs 3 crores was made during the year 2011-12 and a further provision of 70 lacs made in these accounts as an exceptional item for diminution in value of investment and possible losses that may arise in respect of loans and advances. The aggregate provision of Rs 3.70 Crores is considered adequate by the management at this stage

(iii) The company has made investment in share capital of its wholly owned subsidiary TCI Global Holdings (Mauritius) Ltd of Rs 19.80 crore (including 4.66 crore made during the year). The net worth of the subsidiary has substantially eroded because of losses incurred from year-to-year. Because of the strategic nature of the investment, improved performance during the year and considering that the subsidiary is proposed to be merged with the parent shortly during the year 2013-14 , the management does not consider it necessary to make provision for diminution in the value of investment.


Mar 31, 2012

A. 5 Exceptional Items (note 11 (i) and (ii) of annual standalone financial statements)

(i) Ann Sofie Scan ApS has discontinued its operations during the year and is under liquidation. A provision for estimated loss of Rs.1,00,00,000 on such liquidation has been made during the year and has been charged as Exceptional Item in the Statement of Profit & Loss.

(ii) The Company has made investments in share capital and loans & advances to its overseas subsidiaries aggregating to Rs 19,52,08,478. The net worth of these overseas subsidiaries has substantially eroded because of losses suffered from year to year. A provision of Rs 3,00,00,000 has been made during the year for possible losses, in this regard and charged as Exceptional Item in the Statement of Profit & Loss which is considered adequate by the Board at this stage.


Mar 31, 2011

1. The Company exercised the option in terms of amendments notified on 31st March 2009 to the Accounting Standard 11 (AS 11) "The effects of changes in Foreign Exchange rates” and the exchange gain/ loss on restatement of foreign currency borrowings relating to acquisition of depreciable assets was adjusted to the respective asset account. The balance gain/ loss on restatement was carried to the "Foreign Currency Monetary Item Translation Difference Account” to be amortized not beyond 31st March 2011. Accordingly the amount remaining to be amortized as at 31st March 2011 has been fully adjusted and the balance at the year end is nil.

2. Income Tax demand of Rs. 215.46 millions (including interest) has been received during the year by the company against which an appeal has been filed and the same is pending. There are Income-tax demands of Rs.161.51 millions for earlier years for which appeals are also pending at various stages. In respect of the above a sum of Rs.150.38 millions has been paid and/ or adjusted by the authorities against refunds due. A provision in this behalf of Rs.40 million has been made in these accounts which is considered adequate at this stage.

3 a) The Scheme of Arrangement for demerger of Real Estate & Warehousing Division of the Company as a going concern into the wholly owned subsidiary TCI Developers Ltd. has been approved by the Honble High Court of Andhra Pradesh by Order dated 15th September 2010. The Scheme has accordingly been given effect to in the accounts effective from the Appointed Date 1st April 2010.

b) In accordance with the scheme shareholders of the company have been allotted 3,629,431 equity shares of Rs. 10 each by TCI Developers Ltd. in the ratio of 1 equity share in TCI Developers Ltd. for every 20 equity shares of Rs. 2 each held in the Company. On such allotment TCI Developers has ceased to be a subsidiary of the Company.

d) The company is deemed to have been carrying on all business activities relating to the demerged undertaking with effect from 1st April 2010 for and on account of and in trust of the transferee company. All profits or losses, income and expenses accruing or arising or incurred on or after 1st April 2010 relating to the said undertaking have been transferred to the transferee company, TCI Developers Ltd.

e) Titles of the demerged immovable properties are still being held in the name of the Company and are in the process of being transferred in the name of TCI Developers Ltd.

4. The Company has made investments in share capital and loans & advances to its overseas subsidiary and joint venture companies aggregating to Rs. 177.49 millions. The net worth of these overseas subsidiary and joint venture companies has substantially eroded because of losses suffered from year to year. The working of these companies is expected to improve in the near future. In view of the strategic nature of the investments no provision is considered necessary at this stage.

5. Related party disclosures a. List of related parties:

i. Key Management Personnel:

- MrD.P.Agarwal -MrVineet Agarwal

- MrChander Agarwal -MrKPrabhakar

ii. Relatives of Key management Personnel:

- Mr. Ashok Agarwal (Brother of Mr.D.P.Agarwal) - Mrs. Priyanka Agarwal (Wife of Mr. Vineet .Agarwal)

iii. Associates:

- TCI Global Logistics Ltd -TCI Exim Pvt. Ltd.

- Bhoruka Finance Corporation of India Ltd - XPS Cargo Services Ltd

- TCI Industries Ltd -Etralog.com Solutions Ltd.

- Bhoruka International Pvt. Ltd - TCI India Ltd

- TCI Airways Pvt. Ltd - TCI Warehousing (MH)–Partnership firm

- TCI Properties (Guj) – Partnership firm - TCI Properties (South) – Partnership firm

- TCI Properties (Delhi) – Partnership firm - TCI Properties (NCR) – Partnership firm

- TCI Developers Ltd. -TCI Infrastructure Ltd.

- TCI Properties (West) Ltd.

iv. Subsidiaries/Step Down Subsidiaries:

- PTTCI Global, Indonesia - TCI Global (HKG) Ltd., Hong Kong

- TCI Global (Thailand) Co. Ltd., Thailand - TCI Developers Ltd. (previous year)

- TCI Global Pte Ltd., Singapore - TCI Global Logistik Gmbh, Germany

- TCI Global (Sanghai) Co. Ltd., China - Transport Co of India (Mauritius) Ltd., Mauritius

- TCI Holdings Asia Pacific Pte. Ltd., Singapore - TCI Express Pte. Ltd., Singapore

- TCI Global Netherlands B.V., Netherlands - TCI Global (Malaysia) Sdn Bhd, Malaysia

- TCI Scan Denmark ApS, Denmark - TCI Global Brazil Logistica Ltda, Brazil

- TCI Global Holdings (Mauritius) Ltd., Mauritius - TCI Holdings Netherlands B.V., Netherlands

- TCI Distribution Centres Ltd. - TCI Infrastructure Ltd.(previous year)

- TCI Properties (Pune) Ltd. - TCI Properties (West) Ltd. (previous year)

- Infinite Logistics Solutions Pvt. Ltd.

v. Joint ventures:

- Ann-Sofie Scan ApS, Denmark - Transystem Logistics International Pvt. Ltd Ann-Sofie Scan ApS is a joint venture incorporated in Denmark in partnership with a few other shareholders, in which Transport Corporation of India Ltd. (TCI) holds 50% of equity. Ann-Sofie Scan ApS is engaged in the business of shipping.

6. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 29.73 million.

7. In respect of assets given under non-cancelable operating lease, the future minimum lease payments, as on 31st March 2011 is Nil.

8. Previous years figures have been regrouped/ rearranged wherever considered necessary.

9. Contingent liability not provided forinrespect of: Rupeesinmillion

Particulars 31st March 2011 31st March 2010

a) Trade Tax/ Octroi/ Duty/ ESI and other demands under dispute 37.80 19.47

b) Guarantees and Counter Guarantees Outstanding 302.20 303.39

c) Income Tax demands under dispute 336.97 154.13

10. In accordance with Accounting Standard (AS 15) "Employee Benefits”, adequate provisions have been made in the accounts and there is no further liability expected on this account.


Mar 31, 2010

1.In terms of amendments notified on 31 st March 2009 to Accounting Standard I I (AS I I),the exchange gain of Rs.156.22 lacs on repayment of foreign currency borrowings and of Rs.366.43 lacs on restatement of such borrowings relating to acquisition of depreciable assets has been credited to the account of such assets.In other cases Rs.74.55 lacs has been credited and Rs.51.38 lacs has been amortised out of the Foreign Currency Monetary Item Translation Difference Account.As a result net profit after tax is lower by Rs.51 1.81 lacs and fixed assets are lower by Rs.496.52 lacs.

2.For commercial development of certain properties,five partnership firms have been formed during the year with the company holding major share,other partners being wholly owned subsidiaries.The said properties have been transferred as companys capital contribution as per particulars below:

3.Exceptional item represents loss on settlement of alloutstanding derivative instruments duringthe year

4.Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.144.83 million.

5.In respect of assets given under non-cancelable operating lease,the future minimum lease payments,as on 31st March 2010 is Nil.

6.Previous years figures have been regrouped/rearranged wherever considered necessary.

7.Contingent liability not provided for in respect of:

Rupees in million

Particulars 31st March 2010 31st March 2009

a) Trade Tax/Octrol/Duty/ ESI and other demands under dispute 19.47 22.28

b) Guarantees and Counter Gurantees Outstanding 303.39 132.40

C) Income Tax demands under dispute 154.13 111.40

8.In accordance with Accounting Standard (AS 15)"Employee Benefits",adequate provisions have been made in the accounts and there is no further liability expected on this account.

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