Your Directors take immense pleasure in presenting 11th Annual Report on thebusiness and operations of TCI Developers Limited ("the Company") along with theAudited Financials Statement (Standalone and Consolidated) for the financial year ended 31stMarch 2019.
| || || |
(Amount in Lakhs)
|Particulars || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenues ||2802.44 ||1223.11 ||2257.46 ||514.61 |
|Profit before Tax ||1525.72 ||366.24 ||1233.99 ||(2.14) |
|Tax ||118.82 ||69.71 ||0.53 ||(63.61) |
|Profit After Tax ||1406.90 ||296.54 ||1233.46 ||61.47 |
|Earning per share ||37.72 ||7.95 ||33.07 ||1.65 |
Dividend and General Reserve
Your Directors do not recommend any dividend on Equity Shares for FY 2018-19. Duringthe year no amount has been transferred to General Reserve.
During the year under review there was no change in the authorised subscribed andpaid-up share capital of the Company.
During the year under review your Company had neither accepted nor there was anyoutstanding deposit within the meaning of Sections 73 and 74 of the Companies Act 2013(hereinafter referred as the 'Act') and rules made thereunder.
Corporate Social Responsibilities
For the financial year 2018-19 the Company does not fall under the ambit of Sectior135 of the Act and rules made thereunder. Accordingly the provisions related tc CorporateSocial responsibility are not applicable on the Company.
Investor Education and Protection Fund (IEPF)
The details related to IEPF are given in the Corporate Governance report forming partof the Annual Report.
Material Changes and Commitments
No material change and/or commitments affecting the financial position of your Companyhas occurred between April 1 2019 and the date of signing of this Report. Transfer ofunpaid & Unclaimed Dividends & Shares to IEPF
The details of unpaid or unclaimed dividend(s) & shares transferred to IEPF duringthe year and the dividend(s) which are due for transfer to IEPF in the forthcoming yearsare provided in the Corporate Governance Report forming part of this report. SubsidiariesJoint Ventures and Associate Companies
As on 31st March 2019 your Company has following Subsidiaries viz.
1) TCI Infrastructure Limited;
2) TCI Properties (West) Limited;
3) TCI Distribution Centers Limited; and
4) TDL Warehousing Parks Limited.
In accordance with the provisions of Section 129(3) of the Act read with the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financialstatements of the Company.
The Company is not having any Joint Venture or Associate Companies as on 31stMarch 2019.
Directors and Key Managerial Personnel (KMPs)
Mr. D P Agarwal Director is liable to retire by rotation at the ensuing AGM. Thebrief profile of Mr. DP Agarwal and other related information has been detailec in theNotice convening the 11th Annual General Meeting (AGM) of the Company. TheDirectors recommend his re-appointment as Non-Executive Director of the Company.
Mr. O Swaminatha Reddy Non-Executive Director resigned with effect from 31stMarch 2019 in line with the provisions of the under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations' or 'theRegulations'). Board places on record its appreciation for their invaluable contributionand guidance provided by them.
Further in the meeting held on 24th May 2019 Mr. Kishan Maliram Mittalhas been appointed as an Additional and Independent Director subject to approval of theshareholders in the ensuing AGM.
During the year the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 of the Act.
The Independent Directors of the Company have furnished the declaration under the Actand SEBI Listing Regulations that each of them meets the criteria of independence asprovided in the Act/Regulations and during the year there has been no change in thecircumstances which may affect their position as Independent Director.
During the year under review Mr. Nand Lal Thakur had resigned from the post of CompanySecretary & Compliance Officer and in view of his resignation the Board had appointedMs. Saloni Gupta as Company Secretary & Compliance Officer w.e.f. 1stAugust 2018 in accordance with the applicable provisions of Act and Rules made thereunderread with 'Listing Regulations 2015').
As on 31st March 2019 pursuant to the provisions of Section 203 of theAct Mr. Naresh Kumar Baranwal - Whole Time Director Mr. Rajesh Dhyani- Dy. CFO & Ms.Saloni Gupta Company Secretary were the KMPs of the Company.
Declaration by Independent Directors
All the Independent Directors have duly confirmed that they meet the criteria ofindependence as prescribed under sub-section (6) of Section 149 of Act and ListingRegulations 2015.
Meeting of Independent Directors
A separate meeting of Independent Directors was held for the year ended 31stMarch 2019. Other relevant information regarding the meeting are provided in theCorporate Governance Report (CGR) forming part of the Annual Report. PerformanceEvaluation of the Board as a Whole/Committees/Individual Directors
The Nomination and Remuneration Committee of the Board has laid down the manner forcarrying out an annual evaluation of the performance of Board various Committees andindividual Directors pursuant to the provisions of the Act and relevant Rules madethereunder.
The performance of the Board as a whole was evaluated by the Board of Directors afterseeking inputs from all the Directors on the basis of various criteria such as BoardComposition process dynamics governance reviews etc.
The performance of the various Committees was also evaluated the basis of aforesaidcriteria. Further the Nomination and Remuneration Committee reviewed the performance ofthe Individual Directors on the basis of the criteria such as transparency analyticalcapabilities performance leadership ethics and ability to take balanced decisionsregarding various stakeholders etc.
Board and Committees Meetings
The details of the Board Meetings and Committees Meetings held during the financialyear 2018-19 are given in the CGR forming part of the Annual Report. Directors'Responsibility Statement
In terms of Section 134(3)(c) of the Companies Act 2013 your Directors would like tomake the following statements to the Members to the best of their knowledge and beliefand according to the information and representations obtained by the management:
That in the preparation of the annual financial statements for the year ended 31stMarch 2019 all the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
That the Directors have prepared the annual accounts on a going concern basis;
That the Directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
The relevant details pertaining to composition of Audit Committee are given in CGRforming part of the Annual Report.
Nomination & Remuneration Policy
Your Company has a well-structured Remuneration Policy in relation to the appointmentremuneration training programme evaluation mechanism positive attributes andindependence of Directors KMPs and Senior Management of your Company as required underListing Regulations and Section 178 of the Act anc rules made thereunder. Furtherdetails on the Remuneration Policy are available in the CGR forming part of the AnnualReport.
The disclosures pertaining to the remuneration under the Act is attached as Annexure-Ito this report.
Particulars of Contract or Arrangements with Related Partes
All contacts/arrangements/transactions entered into by the Company with its RelatedParties are pre-approved by the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained on yearly basis for the transactions which are repetitive in nature.All Related Parties Transactions are placed before the Audit Committee for review on aquarterly basis.
All related party contracts/arrangements/transactions as specified under Sectior 188(1) of the Act entered into during the financial year 2018-19 were in the ordinary courseof the business of the Company and were on arm's length basis.
The policy on Related Party Transactions may be accessed on the Company's website atthe following link: http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20Policy.pdf.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a Whistle Blower mechanism for providing safeguard againstvictimization of Directors and employees and to report such instances of any unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. For more information please refer the CGR.
Pursuant to Section 138 of the Act read with the Companies (Accounts) rules 2014 Mr.Rajesh Dhyani a qualified Chartered Accountant professional in whole time employment ofthe Company acts as Chief Internal Auditor of the Company Cost records & Audit
Maintenance of cost records & requirement of cost audit as prescribed under theprovision of section 148(1) of the Companies Act 2013 are not applicable for the businessactivities carried out by the Company.
Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
The equity shares of your Company are presently listed on the BSE Limited ('BSE') andthe National Stock Exchange of India Limited ('NSE')
Internal Financial Control and their adequacy
The Company has in place adequate internal financial controls which were duly testedduring the year. It was observed that such controls were operating effectively without anymaterial reportable weakness.
Risk Management Policy
Your Company has a well-defined risk management structure which establishes adisciplined approach to Risk Management. The risks existing in the internal and externalenvironment are periodically identified and reviewed based on which the cost of treatingrisks is assessed and risk treatment plans are devised.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedin Listing Regulations 2015 is presented in a separate section forming integral part ofthis Annual Report.
Corporate Governance Report
In compliance with the Listing Regulations 2015 a separate report on CorporateGovernance along with a certificate from the Statutory Auditor on its compliance ispresented in a separate section forming integral part of this Annual Report.
Extract of Annual Return
Pursuant to Section 92(3) of the Act the Extract of Annual Return is given irAnnexure-II in the prescribed Form No. MGT - 9 which is a part of this report and alsoavailable on the weblink http://www.tcidevelopers.com/annual-report.asp Statutory Auditors
Members in their 9th Annual General meeting had appointed M/s. Luharuka& Associates Chartered Accountants (Firm Registration No. 01882S) as StatutoryAuditors of the Company to hold office for a period of up to 5 (Five) years i.e. till theconclusion of the 14th AGM of the Company to be held in the Financial Year2022 subject to ratification by the Members at every AGM of the Company Pursuant to thenotification issued by the Ministry of Corporate Affairs on May 7 2018 amending Section139 of the Act the mandatory requirement for ratification of appointment of Auditors bythe Members at every AGM has been omitted.
Accordingly the Notice of ensuing AGM does not include the proposal for seekingMembers approval for ratification of appointment of Statutory Auditors of the Company.
The Statutory Auditors' Report for FY 2018-19 does not contain any qualificationreservation or adverse remark.
The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
Pursuant to the provisions of Section 204 of the Act the Board had appointed M/sSanjay Grover & Co. Company Secretaries as Secretarial Auditors of the Company forthe financial year 2018-19. The Report on Secretarial Audit in the prescribec format ofMR- 3 is attached as Annexure-III to this report.
During the Financial Year 2018-19 there were no such observations / qualifications /remarks either by the Statutory Auditor or the Secretarial Auditors in their respectiveReports which call for any further comments. Further no instance of fraud has beenreported by the Statutory Auditors under section 143(12) of the Act. Particulars of LoansGuarantees and Investments
The information pertaining to the loans/guarantees given investments made andsecurities provided under section 186 of the Act alongwith their purpose and utilizationby the recipient are provided in the notes to standalone financial statement.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
A. Conservation of Energy:
Considering the nature of business of the Company energy does not form a significantportion of the cost for the Company yet wherever possible and feasible continues effortsare being put for conservation of energy and minimizing power cost.
B. Technology Absorption
We are well aware of latest technology being available in our field of operation.Necessary training is imparted to the relevant people from time to time to make them wellacquainted with the latest technology.
C. Foreign Exchange Earning and Outgo
During the year under review there were no inlow or outgo of Foreign Exchange. HumanResources
Your Company has a strongly committed and dedicated workforce which is a key to itssustained success. The Company believes in the strength of its most important asset i.e.Human Resources and realises that the motivation sense of ownership and satisfaction ofits people are the most important drivers for its continued growth.
Prevention of sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('POSH Act') and Rules made thereunder yourCompany has constituted Internal Committee. To build awareness in this area the Companyholds workshops and training programs at regular intervals.
During the year under review no case was filed under the POSH Act.
During the year under review no information or disclosures were required to be made inrespect of the following:
Regarding Change in the nature of Business;
Any significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
The Board of Directors of your company wish to express their deep gratitude towards thevaluable co-operation and support received from the various Ministries and Departments ofGovernment of India various State Governments the Banks/ Financial Institutions andother stakeholders such as shareholders customers and suppliers vendors etc.
Further the Board places its special appreciation for the co-operation and continuedsupport extended by employees of the Company at all levels whose enthusiasm drives theCompany to grow and excel.
| ||For and on behalf of Board of Directors |
|Date: 24th May 2019 ||D P Agarwal |
|Place: Gurugram ||Chairman |