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