Your Directors take immense pleasure in presenting 12th Annual Report on the businessand operations of TCI Developers Limited ("the Company") along with the AuditedFinancials Statement (Standalone and Consolidated) for the financial year ended 31st March2020.
1. Financial Highlights:
|Particulars || |
|2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Total Revenues ||1036.91 ||2802.44 ||461.38 ||2257.45 |
|Profit before Tax ||276.81 ||1525.72 ||(58.80) ||1233.99 |
|Tax ||77.28 ||118.82 ||(51.77) ||0.53 |
|Profit After Tax ||199.53 ||1406.90 ||(7.03) ||1233.46 |
|Earning per share ||5.35 ||37.72 ||(0.19) ||33.07 |
The results for the FY 2018-19 include Rs. 1336.92 lakhs being profit on sale of aninvestment property by the company and its impact on profit tax and other figures of suchfinancial year. Hence the figures need to be compared accordingly.
2. Dividend and General Reserve
Your Directors do not recommend any dividend on Equity Shares for FY 2019-20. Duringthe year no amount has been transferred to General Reserve.
3. Share Capital
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.
5. Investor Education and Protection Fund (IEPF)
The details related to IEPF are given in the Corporate Governance report forming partof the Annual Report.
6. Material Changes and Commitments
The prevailing Covid-19 pandemic has affected almost every aspect of life includingsocial and economic aspects. We remain committed to the health and safety of ouremployees their families and also of the associates working at our project sites.However movement of working class form their place of work have adverse impact on alleconomic activities in the short term including those of the Company. The impact of thepandemic on our business performance is also outlined under the Management and DiscussionAnalysis Report. Apart from this there is no change/or commitments affecting thefinancial position of the Company.
7. Transfer of unpaid & 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.
8. Subsidiaries Joint Ventures and Associate Companies As on 31stMarch 2020 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 2020.
9. Directors and Key Managerial Personnel (KMPs)
Mr. Chander Agarwal Director is liable to retire by rotation at the ensuing AGM. Thebrief profile of Mr. Chander Agarwal and other related information has been detailed inthe Notice convening the 12th Annual General Meeting of the Company. The Boardrecommend his re-appointment as Non-Executive Director of the Company.
Further during the year Mr. Kishan Mittal has been appointed as Non-ExecutiveIndependent Director for a period of 5 years effective from 24th May 2019.
He is not debarred from holding the office of Director pursuant to any SEBI order orany other regularity authority.
During the year the non-executive directors of the Company had no pecuniaryrelationship 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.
As on 31st March 2020 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.
10. 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. During the year there has been no change in the circumstances whichmay affect their position as Independent Director.
11. Meeting of Independent Directors
A separate meeting of Independent Directors was held for the year ended 31stMarch 2020. Other relevant information regarding the meeting are provided in theCorporate Governance Report (CGR) forming part of the Annual Report.
12. 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 Guidance Note on Board Evaluation issued by SEBI.
The evaluation parameters and the process have been explained in the CorporateGovernance Report.
13. Board and Committees Meetings
The details of the Board Meetings and Committees Meetings held during the financialyear 2019-20 are given in the CGR forming part of the Annual Report.
14. Directors' Responsibility Statment
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 2020 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.
15. Committees of the Board
The relevant details pertaining to composition of Committee are given in CGR formingpart of the Annual Report.
16. 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.
17. 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 2019-20 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%2nTransactions%2nPolicy.pdf.
18. 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 website can be accessed at:http://www.tcidevelopers. com/Policies/Ethics%2n&%20Whistle%2nBlower%2nPolicy.pdf
19. 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
20. 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.
21. 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.
22. Listing Information
The equity shares of your Company are presently listed on the BSE Limited ('BSE') andthe National Stock Exchange of India Limited ('NSE')
23. 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.
24. 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.
25. 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.
26. Corporate Governance Report
In compliance with the Listing Regulations 2015 a separate report on CorporateGovernance along with a certificate from the Practicing Company Secretary on itscompliance is presented in a separate section forming integral part of this Annual Report.
27. Extract of Annual Return
Pursuant to Section 92(3) of the Act the Extract of Annual Return is given in Annexure-IIin the prescribed Form No. MGT-9 which is a part of this report and also available onthe weblink:http://www. tcidevelopers.com/annual-report.asp
28. Statutory Auditors
Members in their 9th Annual General meeting had appointed M/s. Luharuka &Associates Chartered Accountants (Firm Registration No. 01882S) as Statutory Auditors ofthe Company to hold office for a period of up to 5 (Five) years i.e. till the conclusionof the 14th AGM of the Company to be held in the Financial Year 2022.
The Statutory Auditors' Report for FY 2019-20 does not contain any qualificationreservation or adverse remark.
The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
29. Secretarial Auditor
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 2019-20. The Report on Secretarial Audit in the prescribedformat of MR- 3 is attached as Annexure-III to this report.
During the Financial Year 2019-20 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.
30. Corporate Social Responsibility
The brief outline of the corporate social responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities duringthe year are set out in Annexure-IV.
For other details regarding the CSR Committee please refer to the Corporate GovernanceReport.
31. Particulars of Loans Guarantees and Investments
The information pertaining to the loans/guarantees given investments made andsecurities provided under section 186 of the Companies Act 2013 alongwith their purposeand utilization by the recipient are provided in the notes to standalone financialstatement.
32. 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.
33. 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 realises that the motivation sense of ownership and satisfaction ofits people are the most important drivers for its continued growth.
34. 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.
35. 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.
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: 06th May 2020 ||D P Agarwal |
|Place: Gurugram ||Chairman |