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TCI Industries Ltd.

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

Dear Members,

The Board of Directors are pleased to present the Fifty Fourth Annual Report and Audited Financial Statements of your Company for the financial year ended March 31, 2019.

FINANCIAL RESULTS

The summarized standalone results of your Company are given in the table below.

(Rs. in lakhs)

Particulars

Financial Year ended

Standalone

31/03/2019

31/03/2018*

Total Income

212.60

187.01

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

(12.19)

(14.87)

Finance Cost

7.98

-

Depreciation

19.10

10.01

Net Profit/(Loss) Before Tax

(39.27)

(24.88)

Tax Expense

-

-

Net Profit/(Loss) After Tax

(39.27)

(24.88)

Profit/(Loss) brought forward from previous year

(2568.14)

(2543.26)

Profit/(Loss) carried forward to Balance Sheet

(2607.41)

(2568.14)

*previous year figures have been regrouped/rearranged wherever necessary.

PERFORMANCE REVIEW

During the financial year under review, your Company’s revenue increased by 13.68% to Rs. 212.60 lakhs as compared to revenue of Rs. 187.01 lakhs in the previous financial year, which was mainly on account of revenue from Services income increasing from Rs. 177.37 lakhs to Rs. 201.60 lakhs. The Company suffered a net loss of Rs. 39.27 lakhs against a net loss of Rs. 24.88 lakhs during the previous financial year. The loss during the current financial year is higher compared to that of previous year, which is primarily on account of increase in various expenses such as legal & professional fees, rates & taxes, repairs & maintenance and depreciation charges.

COMPANYS PROPERTY AT COLABA - MUMBAI

The SLP filed by the Company in the Hon’ble Supreme Court of India, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was listed during the year for hearing before the court. However, it did not reach for the hearing. It is expected that the Company’s SLP may be listed in near future for final hearing.

OUTLOOK

The management is making every possible effort to increase the revenue from services by upgrading the infrastructure from time to time at substantial investment and by reaching out to new segments & at the same time with a focus on the existing customer segments. As a result the Company could achieve higher revenue as compared to the previous financial year’s revenue.

The Management is confident that the above continuous efforts will result in further increase in revenue and positively looking forward to start earning profits in near future.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year ended March 31, 2019.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company’s operations in future.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors’ Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mahendra Agarwal, Shri Vikas Agarwal and Shri Ashish Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, in their Meeting held on February 13, 2019, re-appointed Shri Sunil K. Warerkar as Whole-time Director, designated as ‘Executive Director’ of the Company for a further period of 3 (three) years with effect from April 01, 2019 subject to approval of members.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of other listed companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in Notice for the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2019 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORTS

Statutory Auditors and Auditors’ Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, were appointed as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years starting from the conclusion of 52nd Annual General Meeting held on August 01, 2017 (subject to ratification of their appointment by the members at every AGM held after this AGM). The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 07, 2018 amending Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every Annual General Meeting (AGM) has been omitted, and hence the Company is not placing a resolution relating to ratification of appointment of Auditors for approval of Members at the ensuing AGM.

The Report given by M/s. V Singhi & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as Annexure 1, to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Implementation of Scheme namely TCIIL Conversion of Shares in Physical Form to Demat Scheme-2016

The Company pursuant to the members approval accorded at the 51st Annual General Meeting held on August 02, 2016, introduced the Scheme namely “TCIIL Conversion of Shares in Physical Form to Demat Scheme-2016 (“the Scheme”) during the financial year 2016-17, to mitigate the difficulty that may be experienced by the shareholders of the Company holding shares in physical form in converting the shares in demat and/or selling their shares in physical form on the Stock Market and to alleviate such hardships that may be caused to them.

The Scheme has received participation from very few physical shareholders till the extended validity of the Scheme till March 31, 2019. The Company has processed all the applications received under the said Scheme through the TCIIL Demat Trust created for that purpose as per the terms and conditions laid down under the Scheme.

Pursuant to the amendment made to Reg. 40 of the SEBI (Listing Regulations and Disclosure Requirements), 2015, from April 01, 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with the depository.

Consequent to the said amendment w.e.f. April 01, 2019, it has become non-feasible to continue the Scheme beyond March 31, 2019 as the Company cannot process the application(s) under the scheme, as the physical shares will not be transferred to the trustees of the trust created for the purpose of implementation of Scheme. Accordingly, the Board of Directors have decided not to extend the Scheme after March 31, 2019.

In view of the amendment mentioned above, all the shareholders holding shares in physical form are hereby requested to convert their physical shareholding into electronic form, to trade in the securities of the Company in market.

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2018-19.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2018-19.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2018-19.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2018-19.

E) Issue of preference shares

During the year under review, the Share Allotment Committee of the Board of Directors of the Company has issued and allotted 28,159 nos. of 0% NonConvertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- (Rupees One Hundred only) each at an issue price of Rs. 400/-(Rupees Four Hundred only) each including premium of Rs. 300/- (Rupees Three Hundred only) each to the Promoters and Promoter Group Companies as detailed below:

a. During the year under review, 26,909 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot held on October 30, 2017, for issue of upto 1,25,000 nos. of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/each at an issue price of Rs. 400/- each including premium of Rs. 300/- each to the Promoters and Promoter Group Companies for Cash.

Accordingly, pursuant to the aforesaid approval, the Share Allotment Committee of the Board of Directors, during the offer period from 30.10.2017 to 29.10.2018, issued and allotted total 48,846 nos. of NCRPS out of 1,25,000 nos. of NCRPS to the Promoters and Promoter Group Companies for cash.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated September 05, 2017:

i. To meet working capital requirements of the Company; and

ii. General corporate purpose including repayment of loans.

The proceeds of the issue have/had been utilised towards the aforesaid objects of the issue.

b. 1,250 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot held on January 03, 2019, for issue of upto 1,71,929 nos. of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/- each at an issue price of Rs. 400/each including premium of Rs. 300/- each to the Promoters and Promoter Group Companies for Cash.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated November 09, 2018:

i. To meet working capital requirements of the Company; and

ii. General corporate purpose including repayment and/or conversion of unsecured loans.

The proceeds of the issue have been/will be utilised towards the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated November 09, 2018.

The said NCRPS are redeemable at premium of 18% [simple] p.a. on the issue price, i.e. Rs. 400/per share, in accordance with the relevant provisions of the Companies Act, 2013 out of profits available for distributions as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which periods is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the Companies Act, 2013 OR on an earlier date only at the discretion of the Company.

Further, as the Company allotted Non-Convertible Redeemable Preference Shares, there is no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

There is no deviation or variation in the utilisation of proceeds of the said Issues between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds.

F) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 28,159 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 7,19,00,010/-, comprising of 8,96,791 Equity shares of Rs. 10/- each and 6,29,321 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in prescribed form MGT-9 is annexed hereto as Annexure 2 to this Report.

The extract of the annual return of the Company has also been placed on the website of the Company and can be accessed at the link: http://www.tciil.in/tciil-investor-relations/tciil-downloads

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2019, the Company had no subsidiary, joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Board’s Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sl. No.

Name of Director/KMP and Designation

Ratio of remuneration of each Director to the median remuneration of employees

% increase in Remuneration in the financial year 2018-19

1

Shri Ravi Shanker Jhunjhunwala, Chairman & Independent Director

**

**

2

Shri Dharmpal Agarwal, Non-Executive Director

Not Applicable

NIL

3

Shri Mahendra Agarwal, Non-Executive Director

Not Applicable

NIL

4

Dr. Ashok Kumar Agarwal, Non-Executive Director

Not Applicable

NIL

5

Shri Vikas Agarwal, Non-Executive Director

Not Applicable

NIL

6

Shri Siddhartha Agarwal, Non-Executive Director

Not Applicable

NIL

7

Shri Ashish Agarwal, Non-Executive Director

Not Applicable

NIL

8

Shri Utsav Agarwal, Non-Executive Director

Not Applicable

NIL

9

Shri Siddharth Mehta, Independent Director

**

**

10

Smt. Anuradha Bhalla, Independent Director

**

**

11

Shri Sahir S. Patel, Independent Director

**

**

12

Shri Sunil K. Warerkar, Executive Director

3.91:1

0.001

13

Shri Amit A. Chavan, Asst. Company Secretary & CFO

0.72:1

26.29

**Independent Directors are paid remuneration only by way of sitting fees for attending Board/Committee Meetings. Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2018-19 was Rs. 8,47,124/-.

ii) Median remuneration of employees of the Company during the financial year 2017-18 was Rs. 6,70,794/-. In the financial year, there was an increase of 26.29% in the median remuneration of employees due to increments granted.

iii) There were 5 confirmed employees on the rolls of the Company as on March 31, 2019.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2018-19, the Board met 4 (four) times i.e. on May 25, 2018, August 02, 2018, November 09, 2018 and February 13, 2019.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 02, 2018:

Name

Designation

Attendance Particulars

Board Meetings

Last AGM

Shri Ravi Shanker Jhunjhunwala

Chairman & Independent Director

4

Yes

Shri Dharmpal Agarwal

Non-Executive Director

2

Yes

Shri Mahendra Agarwal

Non-Executive Director

3

No

Dr. Ashok Kumar Agarwal

Non-Executive Director

1

No

Shri Vikas Agarwal

Non-Executive Director

2

No

Shri Siddhartha Agarwal

Non-Executive Director

3

No

Shri Ashish Agarwal

Non-Executive Director

2

No

Shri Utsav Agarwal

Non-Executive Director

1

No

Shri Siddharth Mehta

Independent Director

3

No

Smt. Anuradha Bhalla

Independent Director

1

No

Shri Sahir S. Patel

Independent Director

2

No

Shri Sunil K. Warerkar

Executive Director

4

Yes

Committees of Board:

The details of composition of the Committees of the Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:

a. Audit Committee

During the financial year 2018-19, the Audit Committee met 4 (Four) Times i.e. on May 25, 2018, July 27, 2018, November 09, 2018 and February 13, 2019. The below table gives the composition and attendance record of the Audit Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Shri Siddharth Mehta

Chairman

4

4

2.

Shri Ravi Shanker Jhunjhunwala

Member

4

4

3.

Shri Vikas Agarwal

Member

4

3

4.

Shri Sahir S. Patel*

Member

4

1*

*Inducted as a Member of the Committee w.e.f. November 09, 2018.

b. Stakeholders’ Relationship Committee

During the financial year 2018-19, the Stakeholders’ Relationship Committee met 3 (Three) Times i.e. on July 30, 2018, November 09, 2018 and February 13, 2019. The below table gives the composition and attendance record of the Stakeholders’ Relationship Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Dr. Ashok Kumar Agarwal

Chairman

3

2

2.

Shri Ashish Agarwal

Member

3

2

3.

Shri Sunil K. Warerkar

Member

3

3

c. Nomination and Remuneration Committee

During the financial year 2018-19, the Nomination and Remuneration Committee met 2 (Two) Times i.e. on May 25, 2018 and February 13, 2019. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Shri Siddharth Mehta

Chairman

2

2

2.

Shri Ravi Shanker Jhunjhunwala

Member

2

2

3

Shri Mahendra Agarwal

Member

2

2

d. Risk Management Committee

During the financial year 2018-19, the Risk Management Committee met once on February 12, 2019. The below table gives the composition and attendance record of the Risk Management Committee:

Sl.

Name

Position

Number of

No.

meetings during

the financial year

Held

Attended

1.

Shri Sunil K. Warerkar

Chairman

1

1

2.

Shri Vikas Agarwal

Member

1

1

3.

Shri Ashish Agarwal

Member

1

1

e. Share Allotment Committee

During the financial year 2018-19, the Committee met 12 (Twelve) times mainly to issue & allot 0% NonConvertible Redeemable Preference Shares i.e. on April 06, 2018, April 30, 2018, May 03, 2018, July 23, 2018, July 27, 2018, August 23, 2018, September 06, 2018, September 11, 2018, September 20, 2018, October 01, 2018, October 26, 2018 and February 13, 2019. The below table gives the composition and attendance record of the Share Allotment Committee:

Sl. No.

Name

Position

Number of meetings during the financial year

Held

Attended

1.

Shri Ravi Shanker Jhunjhunwala

Chairman

12

11

2.

Shri Siddharth Mehta

Member

12

07

3.

Shri Vikas Agarwal

Member

12

12

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company’s Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil System) of the Company may be accessed on its website at the link: http:// www.tciil.in/file-basket/Whistle-Blower-Policy-1458742359.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaint Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 had adopted by the Board and can be accessed on the Company’s website at the link: http://www.tciil.in/file-basket/ Nomination-&-Remuneration-Policy-1458742293.PDF

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

RISK MANAGEMENT

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company’s strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

Shri Ravi Shanker Jhunjhunwala, Shri Siddharth Mehta, Smt. Anuradha Bhalla and Shri Sahir S. Patel are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2018-19.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise, if any, mentioned in this Director’s Report.

There had been no changes in the nature of company’s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this Directors’ Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

ACKNOWLEDGEMENT

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

Ravi Shanker Jhunjhunwala

Place: Mumbai Chairman & Independent Director

Date : May 18 , 2019 DIN: 00231379

Director’s Report