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 earstwhileReal 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
|