To the Members of TCFC FINANCE LIMITED
 
 The Directors have pleasure in presenting the 21stAnnual Report of the
 Company together with the Audited Annual Accounts for the year ended
 March 31, 2012.
 
 FINANCIAL RESULTS
 
                                        Year ended;        Year ended;
                                          March 31,          March 31,
                                              2012               2011:
                                       (Rs in lacs)       (Rs in lacs) 
 
   Profit before Non-cash charges           161.03             997.83 
 
   Less: Depreciation                         3.52               3.98
 
   Profit before tax, provision             157.51             993.85
 
   Add: Excess Provision written                 -             198.75
   back 
   Profit Before fax                        157.51            1192.60
 
   Less: Provision for fax                   52.63             191.50
 
   Net Profit after tax                     104.88            1001.10
 
   Proposed dividend                            _              157.23
 
   Dividend tax                                 _               25.51 
 
   Carried to General Reserve                   -              100.11
 
   Carried to Statutory Reserve              20.98             200.22
 
   Surplus balance 
   carried to Profit;                    (1553.18)          (1637.08)
   and Loss Account 
 
 OPERATIONS
 
 The Company has made a net profit of Rs 104.88 lacs in the year under
 report as against profit of Rs 1001.10 lacs in the previous year. Earning
 per share has decreased from Rs 9.55 in the previous year to Rs 1 in the
 current year. Due to the volatile conditions in the secondary market
 and also due to unimproved Global economic & financial situation, the
 performance for the year ending 31st March 2012 has been adversely
 affected.
 
 DIVIDEND
 
 In view of the inadequacy of profit, the Directors do not recommend any
 dividend for the period under review.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The performance of the Indian economy has been adversely affected due
 to the impact of a variety of factors including recession in many
 developed countries, continuing high rates of inflation, higher
 commodity prices. This has resulted in lower
 
 than expected performance of many corporate and has slowed down the
 growth of economy. Also the continuing high rate of food inflation and
 volatility in Global Commodity market has affected the commodity market
 significantly. These factors necessarily affect the performance of the
 secondary markets and hence the performance of the Company. The Company
 is therefore taking a cautious view and will formulate its investment
 policies accordingly.
 
 CORPORATE GOVERNANCE ''
 
 Corporate Governance Report is annexed to this report.  AUDITORS
 
 M/s MGB & Co, Chartered Accountants, Auditors of the Company hold
 office until the conclusion of the ensuing Annual General Meeting, and
 are eligible for re-appointment. The Company has received a certificate
 from the Auditors to the effect that their re- appointment, if made,
 would be in accordance with the provisions of section 224 (1B) of the
 Companies Act, 1956. The Directors recommend their re-appointment as
 the Auditors of the Company.  Notes forming part of accounts which are
 specifically referred to by the Auditors in their report are
 self-explanatory and therefore, do not call for any further comments or
 explanations.
 
 DEPOSITS
 
 The Company has not accepted any deposits from public during the year
 under review.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Directors confirm that:
 
 (i) in preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed along with proper explanation relating to
 material departures, if any;
 
 (ii) they have selected the 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 under review and for the
 profit or loss of the Company for that period;
 
 (iii) 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;
 
 (iv) they have prepared the Annual Accounts on a going concern basis.
 
 DIRECTORS
 
 During the year Mr. V. S. Srinivasan, Director retires by rotation and
 being eligible offers himself for re-appointment.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Company has no activities relating to conservation of energy,
 technology absorption and foreign exchange earnings & out go.
 
 PARTICULARS OF EMPLOYEES
 
 The information on employees'' remuneration as per Section 217 (2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended till date, forms part of this Report.
 
 
 However, as per the provisions of Section 219(1)(b)(iv) of the -
 Companies Act, 1956, the Report and Accounts are being sent to all the
 Members excluding the statement containing the particulars of Employees
 to be provided under Section 217 (2A) of the Act.
 
 Any Member interested in obtaining such particulars may inspect the
 same at the Company''s Registered Office between 11.00 am to 1.00 pm
 on all working days till the date of the 21st Annual General Meeting.
 Further, those seeking a copy of the said statement may write to the
 Company at the Registered Office.
 
 ACKNOWLEDGMENT
 
 The Board of Directors thanks Reserve Bank of India, all other Banks,
 Stock Exchange of Mumbai and Shareholders for their continued support
 besides employees at all levels.
 
                                              By Order of the Board 
 
                                           For TCFC FINANCE LIMITED 
 
 Place: Mumbai                                           Atul Desai
 
 Date : May 28, 2012                                       Chairman