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TCI Developers Ltd.

BSE: 533393 Sector: Infrastructure
BSE 00:00 | 17 Aug 372.00 -10.20






NSE 00:00 | 17 Aug 379.95 2.95






OPEN 369.00
52-Week high 453.10
52-Week low 278.55
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 369.00
CLOSE 382.20
52-Week high 453.10
52-Week low 278.55
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TCI Developers Ltd. (TCIDEVELOP) - Director Report

Company director report

Dear Members

Your Directors take immense pleasure in presenting 14th 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 2022.

1. Financial Highlights:

(Amount in Lakhs)

Particulars Consolidated Standalone
2021-22 2020-21 2021-22 2020-21
Total Revenues 1112.14 1062.93 434.27 462.86
Profit before Tax 198.39 302.37 (112.43) (29.26)
Tax 74.86 102.99 (53.53) (32.50)
Profit After Tax 123.52 199.37 (58.90) 3.24
Earning per share 3.31 5.35 (1.58) 0.09

2. Dividend and General Reserve

Your Directors do not recommend any dividend on Equity Shares for FY 2021-22. Duringthe year no amount has been transferred to General Reserve.

3. Share Capital

During the year under review there was no change in the authorized subscribed andpaid-up share capital of the Company.

4. Deposits

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.

5. Transfer of unpaid & Unclaimed Dividends & Shares to IEPF There are nounpaid & unclaimed dividend pending with the Company hence there is no amounttransferred to IEPF.

6. Subsidiaries Joint Ventures and Associate Companies

As on 31st March 2022 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 Company(s) as on 31stMarch 2022.

7. Material Unlisted Subsidiary(ies)

In terms of the provisions of the SEBI Listing Regulations your Company has a policyfor determining 'Material Subsidiary' and the said policy is available on the Company'swebsite at http:// pdf. YourCompany has three material unlisted subsidiaries namely TCI Infrastructure Limited TCIDistribution Centers Limited and TCI Properties (West) Limited.

8. Directors and Key Managerial Personnel (KMPs)

Mr. D P Agarwal Director is liable to retire by rotation at the ensuing AnnualGeneral Meeting (AGM). The brief profile of Mr. Dharampal Agarwal and other relatedinformation has been detailed in the Notice convening the 14th Annual GeneralMeeting of the Company. The Board recommend his re-appointment as Non-Executive Directorof the Company.

During the year Mr. Phoolchand Sharma & Mr. Sivaraman Narayana Das was appointedin the capacity of Non- Executive Independent Director w.e.f 30th April 2021for a period of 5 years in place of Mr. Amitava Ghosh and Mr. Ashok B Lall IndependentDirectors who retired after the completion of their tenure with the Company with effectfrom conclusion of 13th AGM of the Company held on 28th July 2021.The Board places on record its appreciation towards valuable contribution made by themduring their tenure as a Directors of the Company

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees paid to them forthe purpose of attending meetings of the Company.

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.

As on 31st March 2022 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.

9. Declaration by Independent Directors

All the Independent Directors have duly confirmed that they meet the criteria ofindependence as prescribed under subsection (6) of Section 149 of Act and ListingRegulations 2015. During the year there has been no change in the circumstances whichmay affect their position as Independent Director.

10. Meeting of Independent Directors

A separate meeting of Independent Directors was held for the year ended 31stMarch 2022. Other relevant information regarding the meeting are provided in theCorporate Governance Report (CGR) forming part of the Annual Report.

11. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors in the framework that has been designed incompliance with the requirements under the Act and the SEBI Listing Regulations and inconsonance with Gu4idance Note on Board Evaluation issued by SEBI.

The evaluation parameters and the process have been explained in the CorporateGovernance Report.

12. Board and Committees Meetings

The details of the Board Meetings and Committees Meetings held during the financialyear 2021-22 are given in the CGR forming part of the Annual Report.

13. 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 2022 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 by theCompany 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.

14. Committees of the Board

The relevant details pertaining to composition of Committee are given in CGR formingpart of the Annual Report.

15. Nomination & Remuneration Policy

Your Company has a well-structured Remuneration Policy in relation to the appointmentremuneration training programme evaluation mechanism positive attributes andindependence of its Directors KMPs and Senior Management of your Company as requiredunder Listing Regulations and Section 178 of the Companies Act 2013 and rules madethereunder. Further details on the Remuneration Policy are available in the CorporateGovernance Report forming part of the Annual Report.

The disclosures pertaining to the remuneration under the Act is attached as Annexure-Ito this report.

16. Particulars of Contract or Arrangements with Related Parties

All contacts/arrangements/transactions entered into by the Company with its RelatedParties are pre-approved by the Audit Committee. All Related Parties Transactions areplaced before the Audit Committee for review on a quarterly basis.

All related party contracts/arrangements/transactions as specified under Section 188(1) of the Act entered into during the financial year 2021-22 were in the ordinary courseof the business of the Company and were on arm's length basis.

The Company has amended the policy on Related Party Transactions according to recentamendements in Related party transactions provisions and the same is available on Transaction%20Policy.pdf

17. Vigil Mechanism/ Whistle Blower Policy

The Company has an Ethics and Whistle Blower Policy and has established a vigilmechanism for directors and employees to report concern about unethical behavior actualor suspected fraud or violation of the Company's code of conduct and ethics. No personhas been denied direct access to the Chairman of

the Audit Committee in exception cases. The policy is put up on the Company's websitecan be accessed at: http://www.

18. Internal Audit

Pursuant to Section 138 of the Act read with the Companies (Accounts) rules 2014 Mr.Rajesh Dhyani Dy. Chief Financial Officer a qualified Chartered Accountant professionalin whole time employment of the Company acts as Chief Internal Auditor of the Company.

19. 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.

20. 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.

21. Listing Information

The equity shares of your Company are presently listed on the BSE Limited ('BSE') andthe National Stock Exchange of India Limited ('NSE').

22. 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.

23. 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.

24. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations) the Management'sdiscussion and analysis is set out in this Annual Report.

25. 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.

26. Extract of Annual Return

The Annual Return of the Company as on March 31 2022 in accordance with Section 92(3)of the Act read with the Companies (Management and Administration) Rules 2014 isavailable on the Company's website and can be accessed 2122.pdf

27. Statutory Auditors

Members in their 09th 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.

The Board of Directors of the Company at its meeting held on 4th May 2022based on the recommendation of the Audit Committee and subject to approval of theshareholders at the ensuing AGM reappointed M/s. Luharuka & Associates CharteredAccountants having Firm Registration No. 01882S as the Statutory Auditors of the Companyto hold office for their second term of five (5) year i.e. from the conclusion of 14thAGM till the conclusion of 19th AGM of the Company to be held in the financialyear 2027.

M/s. Luharuka & Associates have given their consent to act as the StatutoryAuditors of the Company and confirmed that the said re-appointment if made will be inaccordance with the conditions prescribed under Sections 139 and 141 of the Companies Act2013. The Auditors have issued their report on the financial statements for the financialyear ended March 31 2022 with an unmodified opinion and do not contain anyqualification observation or adverse remarks or disclaimer that may call for anyexplanation from the Board of Directors. The Auditors have not reported any matter underSection 143(12) of the Companies Act 2013 and therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Companies Act 2013.

28. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act the Board of Directors hadappointed M/s Sanjay Grover & Co. Company Secretaries as Secretarial Auditors of theCompany for the financial year 2021-22. The Report on Secretarial Audit in the prescribedformat of MR- 3 is attached as Annexure-II to this report.

During the Financial Year 2021-22 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.

Three material subsidiaries of the Company namely TCI Infrastructure Limited TCIDistribution Centers Limited and TCI Properties (West) Limited have also undergoneSecretarial Audit under Section 204 of the Act. Accordingly the Secretarial Audit Reportfor the financial year ended 31st March 2022 have also been issued by M/sSanjay Grover & Associates Practicing Company Secretaries are at Annexure-II.The said reports are self-explanatory and do not contain any qualifications reservationsadverse remarks or disclaimers.

29. Corporate Social Responsibility

The Company works primarily through its CSR arm "TCI Foundation" towardssupporting projects in the areas of healthcare education sports community Developmentresearch and technology development activities and Disaster management

The policy on Corporate Social Responsibility may be accessed on the Company's websiteat the following link http://www.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-III.

For other details regarding the CSR Committee please refer to the Corporate GovernanceReport.

30. Particulars of Loans Guarantees and Investments

The information pertaining to the loans/guarantees given

investments made and securities provided under section 186 of the Companies Act 2013alongwith their purpose and utilization by the recipient are provided in the notes tostandalone financial statement.

31. 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 continuous effortsare being made 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 was no inflow or outgo of Foreign Exchange.

32. Human Resources

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 realizes that the motivation sense of ownership and satisfaction ofits people are the most important drivers for its continued growth.

33. 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.

34. Other Disclosures

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.

35. Acknowledgement

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 and otherstakeholders such as shareholders customers and suppliers vendors etc.

Further the Board places its special appreciation for the cooperation 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: 04th May 2022 D P Agarwal
Place: Gurugram Chairman