The directors take pleasure in presenting this Forty Sixth Annual
 Report and Audited Statement of Accounts for the year ended on March
 31, 2011.
 
 FINANCIAL RESULTS                                  (Rs. In 000)
 
 Financial Results                            2010-11         2009-10
 
 Income                                        11478          54669 
 
 Profit (Loss) before Interest,
 
 Depreciation & Taxation                      (3932)           (13)
 
 Less : Interest                                 180            132
 
 Depreciation (Net)                              472            539
 
 Profit /(Loss) before taxes                  (4584)          (684)
 
 Taxes                                             2             18
 
 Profit /(Loss) after tax                     (4586)          (702)
 
 Balance brought forward                    (207748)       (207046)
 
 Balance carried forward                    (212334)       (207748)
 
 Due to market conditions, the trading during the year was low compared
 to previous year. Due to this lower income, the working of the company
 has resulted in higher loss compared to previous year.
 
 DIVIDEND
 
 In view of losses suffered by the Company, your Directors do not
 recommend any dividend for the year under review.
 
 COMPANYS PROPERTY AT COLABA - MUMBAI
 
 In the previous years report, your Directors had informed that though
 written pleadings in the matter of the Writ Petition filed by the
 Company in the Honble High Court of Mumbai, against the Municipal
 Corporation of Greater Mumbai & the Defence Department are over but the
 final hearing of the matter did not take place even though on few
 occasions the matter was listed for final hearing.
 
 The final hearing in the matter is still pending since the matter did
 not come up for hearing during the year.
 
 FIXED DEPOSITS
 
 During the year under review, your Company has not accepted any
 deposits under the provisions of Section 58A of the Companies Act, 1956
 and the rules made there under.
 
 DIRECTORS
 
 As per the provision of the Companies Act, 1956 and the Articles of
 Association of the Company, Mr. S.N. Agarwal, Mr. R.K. Agarwal and Mr.
 Ashish Agarwal retire by rotation and being eligible, offer themselves
 for re-appointment, which your Directors consider to be in the
 interests of the Company and therefore recommend it for your approval.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 based on the representations received from the Operating Management
 confirm that, to the best of their knowledge -
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the loss of the
 Company for the year under review;
 
 iii) the Directors have taken proper and sufficient care to the best of
 their knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 iv) the Directors have prepared the accounts on a going concern basis.
 
 AUDITORS
 
 M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors
 retire at this meeting and are eligible, offer themselves for
 re-appointment. A certificate has been obtained from them to the effect
 that the appointment, if made will be in accordance with the limits
 specified in sub-section (1B) of Section 224 of the Companies Act,
 1956. Your Board recommended their re- appointment.
 
 AUDITORS REPORT
 
 The observations made by the Auditors in their report are
 appropriately dealt with in the notes forming part of the accounts for
 the year which are self-explanatory and hence do not require any
 further explanations.
 
 SECRETARIAL COMPLIANCE REPORT
 
 A Compliance Certificate from M/s. Chandanbala Jain & Associates,
 Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of
 the financial year ended March 31, 2011 is annexed to the Directors
 Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The production operations have been closed since 1982. Hence,
 particulars required under Section 217(1)(e) in respect of conservation
 of energy and technology absorption are not applicable. The Company had
 no foreign exchange earnings and outgo during the financial year
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975 is not given, as there
 were no employees drawing remuneration prescribed under the said
 section.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to place on record their
 appreciation of the trust and confidence reposed by you in the Company
 and all others, who are connected with the company in any manner.
 
                                     For and on behalf of the Board 
 
 Place : New Delhi                       For TCI Industries Limited
 
 Date : May 18, 2011                                  S. N. Agarwal
 
                                                           Chairman