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TCI Express Ltd.

BSE: 540212 Sector: Services
NSE: TCIEXP ISIN Code: INE586V01016
BSE 00:00 | 19 May 1555.70 -32.95
(-2.07%)
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1595.00

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1595.00

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1544.50

NSE 00:00 | 19 May 1556.35 -28.50
(-1.80%)
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OPEN 1595.00
PREVIOUS CLOSE 1588.65
VOLUME 2105
52-Week high 2570.00
52-Week low 1048.35
P/E 44.20
Mkt Cap.(Rs cr) 5,989
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1595.00
CLOSE 1588.65
VOLUME 2105
52-Week high 2570.00
52-Week low 1048.35
P/E 44.20
Mkt Cap.(Rs cr) 5,989
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TCI Express Ltd. (TCIEXP) - Director Report

Company director report

Respected Members

The Board of Directors (‘Board') are pleased to present theThirteenth Annual Report of TCI Express Limited (‘the Company' or‘your Company') along with the Standalone

Audited Financial Statements for the financial year ended

March 31 2021 (‘year under review' or ‘year' or‘FY 2020-21'). In compliance with the applicable provisions of the CompaniesAct 2013 (‘the Act') and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations') this report covers the Financial Results Statutory Reports and otherkey initiatives /developments made during the financial year 2020-21.

FINANCIAL HIGHLIGHTS AND PERFORMACE

The standalone financial statements of the Company for the FY 2020-21have been prepared in accordance with the Indian Accounting Standards (Ind AS) notifiedunder Section 133 of the Act the Companies (Indian Accounting Standards) Rules 2015 andother relevant provisions of the Act. The financial highlights on a standalone basis forthe financial year ended March 31 2021 are as follows:

Particulars (Rs. in Crores)
2020-21 2019-20
Total Income 851.64 1036.33
Profit/(Loss) before Interest Taxation 141.97 125.67
Depreciation & Exceptional Item
Less: Interest (Net) 0.78 0.90
Less: Depreciation (Net) 8.97 7.79
Profit/(Loss) before Tax & Exceptional Item 132.22 116.98
Less: Exceptional Item - -
Profit/ (Loss) before Tax (PBT) 132.22 116.98
Less: Tax Expenses 31.62 27.90
Profit/(Loss) after 100.60 89.08

Fiscal Year 2020-21 was a difficult year for the Indian economy therebyimpacted all industries including the logistics sector. The operations of the Company havealso been impacted on account of Covid-19 outbreak. Revenue and Profits of the Company forthe Q1 of FY 2020-21 were significantly impacted due to the nationwide lockdown startingfrom March 2020. However Q2 witnessed improvements in economic and business activitiesacross the country and Company's operations has also been resumed in a phased manner.It has reached to normalcy in second half of 2020-21. This momentum of sequential recoveryin the business continued during the Q3 and Q4 of FY 2020-21 and the Company delivered astrong year on year growth.

Overall it is important to note that the business environmentchallenging during the year particularly first with the economic slowdown weakerindustrial and manufacturing activity across sectors due to nation-wide lockdown. Despitethese challenges the Company has consistently delivered sequential improvement from Q1ofFY 2020-21 onwards and closed year on a strong note.

On financial performance perspective total standalone revenue of theCompany dropped to Rs. 851.64 Crores from Rs. 1036.33 Crores for previous year. Howeverprofit before interest depreciation tax and exceptional items increased to Rs. 141.97Crores as against Rs. 125.67 Crores in the previous year. The Company has been able todeliver profit after tax (PAT) to Rs. 100.60 Crores as against Rs. 89.08 Crores in theprevious year which represent growth of 12.93 % improved profitability was driven byhigher capacity utilization coupled with cost rationalization measures implemented duringthe year under review. the There have been no material changes and commitments whichaffects the financial position of the Company occurred between the end of financial yearand the date of this report.

There was no change in nature of business of the Company. TheManagement is continuously and closely monitoring the developments and possible effectsthat may result from the current pandemic on its financial condition liquidity andoperations and is actively working to minimize the impact of this unprecedented situation.The Company is cautiously looking forward to 2022 with hopes of presenting improvedfinancials and operations in the post Covid-19 world. The operations and financial resultsof the Company are elaborated in the Management Discussion and Analysis Report forming anintegral part of this Annual Report.

ANNUAL REPORT

In view of difficulties involved in dispatching of physical copies ofthe financial statements amidst the ongoing second wave of the pandemic (PAT) andin compliance of various relaxations provided by the Securities and Exchange Board ofIndia (SEBI) and Ministry of Corporate Affairs (MCA) in the year 2020-21 Annual Reportincluding the Notice of 13th Annual General Meeting (AGM) is being sent inelectronic mode to members whose e-mail address were available with its Registrar andTransfer Agent (RTA) or Depositories Participants (DP's). The members are againrequested to register their e-mail address with Company or RTA for receiving e-copies ofAnnual Report Notice to the AGM and other shareholder's communication.

Web link of Annual Return

The Annual Return of the Company as on March 31 2021 in Form MGT - 7in accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttps://www.tciexpress.in/annual-reports.asp

DIVIDEND AND APPROPRIATION

The Board of Directors of the Company had approved the dividenddistribution policy in line with Regulation 43A of the Listing Regulations. The Policybroadly specify the external and internal factors including financial parameters thatshall be considered while declaring dividend and the circumstances under which theshareholders of the Company may or may not expect dividend and how the retained earningsshall be utilized etc.

The policy is separately provided as Annexure-A forming anintegral part of this Report and is also uploaded on the website of the Company athttps://www.tciexpress.in/tci-express-polices.asp. The dividend pay-out is in accordancewith the Company's dividend distribution policy.

The Board of Directors at their meeting held on February 09 2021 haddeclared an interim dividend of Rs. 2 per equity share (100% on the face value of Rs. 2per equity share) for the financial year 2020-21. The said interim dividend was paid toall eligible shareholders within the stipulated time.

In spite of difficult year the Board of Directors considering theCompany's financial performance and the availability of distributable profit havepleased to recommend a final dividend of Rs. 2 per equity share (100% on the face value ofRs. 2 per equity share) for the financial year 2020-21. The final dividend if approved bythe shareholders at this AGM will be paid within the time period stipulated under the Act(subject to deduction of tax at source).

Herewith the total dividend for the financial year 2020-21 shall standat Rs. 4 per equity share (200% on the face value of Rs. 2 per equity share).

Taxation on Dividend

As you may be aware in terms of the provisions of the Income Tax Act1961 (as amended by the Finance Act 2020) dividend paid or distributed by a Company onor after April 01 2020 shall be taxable in the hands of the shareholders accordinglythe Company shall be liable to deduct withholding tax (‘TDS') as per the ratesapplicable to each category of shareholders. However no tax shall be deducted on thedividend payable to a resident Individuals if the total dividend to be received by themduring any financial Rs. 5000.

Nil/Lower deduction of tax

The Company has provided facility to the shareholders (liable to paytax) to apply to the Company for non-deduction of TDS or deduction of TDS at a lower rateby providing the necessary documents to the Company.

In order to claim nil/ lower tax of rate the shareholders are requiredto upload tax exemption forms and supporting documents with M/s. KFin Technologies PrivateLimited (RTA of the Company). In case of any difficulty shareholders may write to the RTAat einward.ris@kfintech.com marking copy to the Company at secretarial@tciexpress.in.

Amount to be carried to Reserves

The Board proposes transfer of ` seventy five (75) Crores from itsretained earnings to General Reserve for the FY 2020-21.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount lying with regard to unpaid and unclaimed dividendof earlier years which has been required to be transfer or is due to be transferred to theIEPF during the financial year 2020-21 in terms of the applicable provisions of the Actread with the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016(‘IEPF Rules') as amended time to time. Further no shares on which dividendhas not been paid or claimed for seven (7) consecutive years or more has been transferredup to March 31 2021 or is due to be transferred to the IEPF during the financial year2020-21. The details of unclaimed dividend alongwith their due date for transfer to IEPFis provided in the Corporate Governance Report which forms an integral part of thisAnnual Report.

Ms. Priyanka Company Secretary has been designated as the NodalOfficer under the provisions of IEPF Rules details of which are available on the websiteof the Company at www. tciexpress.in.

EMPLOYEE STOCK OPTION PLAN (ESOP) AND CHANGE IN SHARE CAPITAL STRUCTURE

Presently the Company has one (1) Employee Stock Option Plan-2016(‘ESOP-2016') to attract and retain human capital by way of rewarding theirperformance and to motivate them to contribute to the overall growth and profitabilityCompany. The Nomination and Remuneration Committee administers and monitors theCompany's ESOP Plan.

During the financial year 2020-21 total 79125 Options were exercisedby the employees of the Company. Accordingly the Nomination and Remuneration Committeeapproved allotment of 79125 equity shares on July 13 2020 against the Options exercisedby the employees and consequent to such allotment paid up equity share capital of theCompany increased to Rs. 7.69 Crores divided in to 38434525 equity shares of Rs. 2each. There was no change in the authorised capital of the Company during the year. yeardoes not exceed The details with regard to ESOP-2016 as on March 31 2021 as required tobe disclosed in terms of the provisions of the Act and Securities and Exchange Board ofIndia (Share Based

Employee Benefits) Regulations 2014 (‘SBEB Regulations') isannexed as Annexure-B to this Board's Report. No employee was issued stockOptions during the year equal to or exceeding one percent (1%) of the issued capital ofthe Company at the time of grant.

There is no material change in ESOP-2016 during the FY 2020-21 and hasbeen implemented in accordance with the SBEB Regulations. The certificate from theStatutory Auditors of the Company confirming the compliance of SBEB Regulations withrespect to the Company's ESOP- 2016 will be available for inspection throughelectronic mode. Any member interested in obtaining the same may write to the CompanySecretary and the same will also be furnished on request.

The equity shares issued under ESOP-2016 rank pari passu with theexisting equity shares of the Company. The Company's equity shares including thoseallotted during the year are listed on the National Stock Exchange of India Limited (NSE)and BSE Limited (BSE).

During the period under review the Company has not raised fundsthrough preferential allotment or qualified institutions placement. Further neither ithas issued shares with differential voting rights nor has granted any sweat equity for thereporting period.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

The Company does not have any scheme or provision of money for thepurchase of its own shares by employees or by trustees for the benefits of employees. Nodisclosure was required under Section 67 of the Act read with Rule 16(4) of the Companies(Share Capital and Debentures) Rules 2014 in respect of voting rights not exerciseddirectly by the employees of the Company as the provisions of the said Section are notapplicable.

SUBSIDIARY HOLDING JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31 2021 the Company does not have any subsidiary orholding or joint venture or associate Company as defined

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The Company has an optimal combination of Executive Directors andNon-Executive Directors with varied professional backgrounds representing a judicious mixof professionalism knowledge and experience. The detailed information with regard to theBoard's composition are provided in the Corporate Governance Report which forms anintegral part of this Annual Report.

Retirement by Rotation

Pursuant to the Section 152(6) of the Act read with the Articles ofAssociation of the Company Mr. Phool Chand Sharma (DIN-01620437) will retire by rotationat the ensuing AGM and being eligible offered himself for re-appointment. The Boardrecommends his re-appointment.

Re-appointment

(a) The Board of Directors of the Company at their meeting held on May19 2021 on recommendation and approval of Nomination and Remuneration Committee havere-appointed Mr. Chander Agarwal as Managing Director of the Company for a furtherperiod of five (5) years effective from August 18 2021 and approved the terms of hisre-appointment including the remuneration subject to approval of the members at this 13thAGM of the Company.

(b) Further the Board of Directors of the Company at their meetingheld on May 19 2021 on recommendation and approval of Nomination and RemunerationCommittee have re-appointed Mr. Ashok Kumar Ladha (DIN: 00089360) Mr. Murali KrishnaChevuturi (DIN: 01770851) Mrs. Taruna Singhi (DIN: 00635973) and Mr. Prashant Jain (DIN:00769291) as Independent Directors of the Company subject to approval of the members atthis 13th AGM of the Company.

The brief profileaccompanying terms and conditions includingremuneration and information as required to be disclosed under Regulation 36(3) of theListing Regulations and Secretarial Standard are provided in the Notice convening the AGM.

Declarations by Independent Directors

The Company has received declarations from all the IndependentDirectors under Section 149(7) of the Act and Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 read with the Listing Regulations confirmingthat they meet the criteria of independence as laid down in Section 149(6) of the Act andRegulation 16(1)(b) of the Listing Regulations and that that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence. The terms and conditions of appointment of IndependentDirectors are as per Schedule IV of the Act.

The above declarations were placed before the Board and in the opinionof the Board there has been no change in the circumstances which may affect their statusas Independent Directors of the Company and the Board is satisfied of the integrityexpertise and experience (including in terms of Section 150(1) of the Act and applicablerules thereunder) of all Independent Directors on the Board. None of the Director(s) isdisqualified as on March 31 2021 in terms of Section 164(2) of the Act from beingappointed as a Director. A Certificate to this effect duly signed by the PracticingCompany Secretary is annexed to the Corporate Governance Report which forms an integralpart of this Annual Report. During the year under review no Independent Director resignedbefore the expiry of his / her tenure in the Company.

Registration in Independent Directors Databank and Online

Proficiency Self-Assessment Test

In accordance with the Section 150 of the Act and Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 all the IndependentDirectors have been registered and are members of Independent Directors Databankmaintained by Indian Institute of Corporate Affairs. Further pursuant to the Companies(Appointment and Qualification of Directors) Fifth Amendment Rules 2020 all theIndependent Directors have been exempted by Indian Institute of Corporate Affair fromappearing Online Proficiency Self-Assessment Test as they fulfilled the conditions forseeking exemption from appearing for the Online Proficiency Self-Assessment Test.

Key Managerial Personnel (KMP)

The following persons have been continued as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

(a) Mr. Chander Agarwal-Managing Director

(b) Mr. Mukti Lal-Chief Financial Officer

(c) Ms. Priyanka-Company Secretary

During the period under review no changes have been taken place in thecategory of KMP.

PERFORMANCE EVALUATION

The Company believes that Board evaluation is the core driver necessityto promote change and deliver best practices. In this progress an annual evaluation hasbeen carried out during the year under review in accordance with process and criteria ofperformance evaluation recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors. The evaluation was carried out on the basis ofquestionnaire prepared in alignment to the Act Listing Regulations and the SEBI Circulardated January 05 2017 which provides further clarity on the process of Board Evaluation(‘SEBI Guidance Note'). Separate evaluation questionnaire for each category ofevaluation viz. the Board Committees of the Board and Directors (including ExecutiveDirectors Non-Executive Non-independent Directors and Non-Executive IndependentDirectors) have been prepared with separate sets of questions (questionnaire) for each ofthe evaluation(s). The results of above performance evaluation was presented to theNomination and Remuneration Committee and the Board of Directors. The Nomination andRemuneration Committee and Board of Directors expressed their satisfaction towards theprocess followed by the Company for evaluating the performance of the Directors Board asa whole including Chairperson and its Committees.

Separate meetings of the Independent Directors

In compliance with the provisions of the Act and Regulation 25 of theListing Regulations a separate meeting of Independent Directors of the Company was heldon May 08 2020 inter alia to discuss the following:

(a) To review the performance of Non-Independent Directors the variousCommittees of the Board and the Board as a whole;

(b) To review the performance of the Chairperson of the Company;

(c) To assess the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

The Independent Directors expressed their overall satisfaction towardsthe performance of other Directors and also expressed their satisfaction over the qualityquantity and timeliness of flow of information between the Company's Management and theBoard which includes its Committees and performance of Chairperson of the Company.

The performance evaluation of Independent Directors was carried out bythe entire Board excluding the Director being evaluated. The Board of Directors based onthe evaluation reports and recommendation of Nomination and Remuneration Committeeproposed for the re-appointment of Independent Directors for their second tenure of five(5) years.

Familiarization programme for Independent Directors

As stipulated under Section 149 read with Schedule IV to the Act andRegulation 25 of the Listing Regulations the Company familiarizes its IndependentDirectors with their roles rights responsibilities nature of the industry in which theCompany operates business model of the Company risks and opportunities through variouspresentations and programmes. The Senior Management of the Company placed before the Boardon quarterly basis presentations on operational performance strategies budgets andbusiness forecasts etc. The Statutory and Internal Auditors of the Company also makequarterly presentations to the Board of Directors on financial statements and internalcontrols. The Board members including Independent Directors are also provided time to timewith statutory reports regulatory updates policies and documents in order to enable themto have a better understanding of the Company.

The details of familiarization programme is available at the website ofthe Company at https://www.tciexpress.in/tci-express-polices.asp.

MEETINGS OF BOARD AND SHAREHOLDER'S

The Board meets at regular intervals at least once in a quarter toreview strategic operational and financial performance of the Company apart from otheragenda items. In case of business exigencies or matter of urgency resolutions are passedby circulations as permitted by law which are confirmed in the next Board/Committeemeeting. During the FY 2021-21 the Board met four (4) times details of which are givenin the Corporate Governance Report which is part of this Annual Report. The interveningperiod between any two consecutive Board meetings was within the maximum time gapprescribed under the Act Regulation 17 of the Listing Regulations and SecretarialStandard. The 12th AGM of shareholders of the Company was held on July 24 2020through video conference/ other audio visual means without the physical presence of themembers at a common venue in compliance with General Circular No(s). 14/2020 17/202020/2020 issued by MCA and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the SEBIrespectively.

COMMITTEES OF THE BOARD

The Board of Company constituted the following Committees to focus onspecific areas and take informed decisions in the best interests of the Company withinauthority delegated to each of the Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Risk Management Committee

(f) Share Transfer Committee The details of composition of the saidCommittee(s) their terms of reference meetings held and attendance of the

Committee members thereat during the financial year 2020-21 areprovided in the Corporate Governance Report which forms an integral part of this AnnualReport. positive

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act the Company hasdevised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI) andthat such systems are adequate and operating effectively.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

(a) That in the preparation of the annual financial statements for thefinancial year ended March 31 2021 all the applicable Accounting Standards have beenfollowed and there were no material departures therefrom;

(b) That such accounting policies have been selected and appliedconsistently and judgment & estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312021 and of the profit and loss of the Company for the financial year ended on that date;

(c) That proper and sufficientcare has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities if any;

(d) That the annual financial statements have been prepared under thegoing concern assumption;

(e) That proper internal financial controls are in place and that thefinancial controls are adequate and are operating effectively;

(f) That proper system has devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

ETHICS & WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formulated a Policy on ethics and whistle blower whichis in compliance with the provisions of Section 177(10) of the Act and Regulation 22 ofthe Listing Regulations. The Company through its whistle blower mechanism develops aculture which is safe for all employees and to raise concerns about any unethical orunacceptable practice or any event of misconduct or fraud.

The detail of whistle blower/ vigil mechanism is explained in theCorporate Governance Report which is part of this Annual Report and also posted on thewebsite of the Company at https://www.tciexpress.in/tci-express-polices.asp

NOMINATION AND REMUNERATION POLICY

In adherence to the provisions of Section 134(3) and 178 of the Actthe Board of Directors upon recommendation of the Nomination and Remuneration Committeeapproved a Policy on Director's appointment and remuneration including criteria forattributes independence of determiningqualifications a Director and other relatedmatter. The salient features of the Policy are explained in the Corporate GovernanceReport which is part of this Annual Report. The Policy can be accessed athttps://www.tciexpress.in/tci-express-polices.asp

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

The Company is always committed to promote a work environment free fromdiscrimination and harassment based on gender thereby providing a friendly workplaceenvironment. It has zero tolerance for any form of harassment including sexual harassmentchild labour forced labour discriminatory employment and provides protection againstsuch harassment. Pursuant to the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has created a Policy forthe prevention of sexual harassment and constituted an Internal Complaints Committee tooversee the implementation of anti sexual harassment practices deliberate and resolvecomplaints on sexual harassment at workplace and recommend disciplinary actions if any tothe Company. During the period under review the Company has not received any complaintpertaining to sexual harassment in terms of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the ListingRegulations Management Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report and provides a detailedanalysis on the performance of the business and outlook.

REPORT ON BUSINESS RESPONSIBILITY AND ENVIRONMENTAL SOCIAL &GOVERNANCE (ESG)

In terms of the provisions of Regulation 34(2)(f) of the ListingRegulations the Business Responsibility Report describing the initiatives taken by theCompany for environmental social and governance perspective forms an integral part ofthis Annual Report.

The Company has an elaborate ESG Report that details the efforts of theCompany on sustainability and is also available on its website at www.tciexpress.in.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) read with Schedule V ofthe Listing Regulations a separate Report on Corporate Governance practices followed bythe Company together with a certificate from the Practicing Company Secretary M/s.Sanjeev Bhatia & Associates on compliance with Corporate Governance norms under thesaid Listing Regulations is presented in a separate section forming part of the AnnualReport.

AUDITORS

Statutory Auditors and their Report

The members of the Company at their 12th AGM held on July24 2020 have re-appointed M/s. R.S. Agarwala & Co. Chartered Accountants (ICAI FirmRegistration No. 304045E) as the Statutory Auditors of the Company for a period of five(5) years commencing from the conclusion of 13th AGM till the conclusion of 17thAGM to be held in the year 2025. The Auditors have issued their report on the standalonefinancial statements for the financial year ended March 31 2021 with an unmodifiedopinion and do not contain any qualification observation or adverse remarks or disclaimerthat may call for any explanation from the Board of Directors. The

Auditors' Report is enclosed with the financial statements in thisAnnual Report.

The Auditors have not reported any matter under Section 143(12) of theAct and therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andthe Listing Regulations the Board has appointed M/s. Vinod Kothari & CompanyPracticing Company Secretaries (Unique Code-P1996WB042300) to conduct the SecretarialAudit of the Company for the financialyear 2020-21. The Secretarial Auditors havesubmitted their report as provided under Annexure-C to this Board's Reportconfirming compliance by the Company of all the provisions of applicable laws. TheSecretarial Audit Report does not contain any qualification observation or adverseremarks or disclaimer that may call for any explanation from the Board of Directors.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year ended March31 2021 with all applicable compliances as per SEBI's Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued byM/s. Sanjeev Bhatia & Associates Practicing Company Secretary has been submitted tothe Stock Exchanges within sixty (60) days of the end of the financial Annexure-Dto this Board's Report.

Internal Auditor

Pursuant to Section 138 of the Act read with Rule 13 of the Companies(Accounts) Rules 2014 Mr. Krishan Pal Garg a qualified Chartered Accountantprofessional in whole time employment of the Company acts as Internal Auditor of theCompany. He placed before the Audit Committee on quarterly basis a report on internalaudit. Further summary of significant audit and its implementations are also beingreviewed by the Audit Committee.

There were no adverse remarks or qualifications on accounts of theCompany from the Internal Auditor.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the sizescale and complexity of its operations and this system is periodically reviewed by theManagement and audited by the Internal Auditor. The internal control system issupplemented by internal audits. At quarterly rest the Internal Auditors present to theAudit Committee an internal audit report along with audit observations thereon. The AuditCommittee Senior Management and Internal Auditor in monitors and evaluates the efficacyand adequacy of internal control systems in the Company with reference to the financialstatement its compliance with standard operating procedures accounting procedures andpolicies. The Company focusses on the implementation of the necessary systems and controlsto strengthen the system and prevent such recurrence.

During the year under review no reportable material weakness in theoperation was observed. Further Statutory Auditors verified the systems and processes andconfirmed that the internal financial controls system over financial reporting areadequate and such controls are operating effectively.

Based on the framework of internal financial controls the Board is ofthe opinion that the Company's internal financial controls were adequate andeffective during financial year 2020-21 for ensuring the orderly and efficient conduct ofits business including adherence to the Company's Policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has an established comprehensive risk management system toidentify and evaluate the key risks existed with the operations of the Company. With anobjective of mitigating the identifiable business risk the Board of Company hasconstituted the Risk Management Committee and formulated the Risk Management Policy.

The Committee reviews and assesses significant risks on regular basisto ensure that a robust system of risk controls and mitigation is in place. The AuditCommittee has an additional oversight in the area of financial risks and controls. TheSenior Management of the Company periodically reviews this risk management framework tokeep updated and addresses emerging challenges. The risk management framework followed bythe Company is detailed in the Management Discussion and Analysis section forming anintegral part of this Annual Report.

COST RECORD

The provisions of cost audit and maintenance of cost records asspecified by the Central Government under Section 148(1) of the Act are not applicableto the Company and hence such accounts and records are not required to be maintained bythe Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014accordingly no amount of principal or interest on public deposits was outstanding as onthe date of financial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or provided any security fallingunder Section 186 of the Act. However investments made during the FY 2020-21 is providedin the financial statement which is part of this Annual Report. and material orderspassed

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All transactions with Related Parties are placed before the AuditCommittee as also the Board for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are unforeseeable and of repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to review anda statement giving details of all Related Party Transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis.

The statement is supported by a certificate from the Internal Auditor.

All contracts/arrangements/transactions entered into by the Companywith the Related Parties were at arm's length and in the ordinary course of business.Further there is no material transaction with any Related Party entered that is requiredto be disclosed under form AOC-2. The details of Related Party

Transactions that were entered during financial year 2020-21 are givenin the notes to the financial statements as per Ind 24 which is part of this AnnualReport.

Pursuant to Regulation 23(9) of the Listing Regulations the Companyhas filed half yearly reports on Related Party Transactions with the Stock Exchanges forthe period ended September 30 2020 and March 31 2021 respectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has constituted aCorporate Social Responsibility (CSR) Committee and also formulated a Corporate SocialResponsibility Policy (CSR Policy). The Board has revised the CSR Policy on the basis ofrecommendation provided by the CSR Committee to incorporate amendments based on theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021. The Policy canbe accessed at the website of the Company at https://www.tciexpress.in/tci-express-polices.asp. The brief outline of the CSR Policy and initiativesundertaken by the Company on CSR activities during the year under review are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021. For composition and scope of CSR Committeeplease refer to the Corporate Governance Report which is a part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under Section134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 are provided as Annexure-F to this Board's Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant the Company by the Regulators or Courts orTribunals during the year ended March 31 2021 which would impact the going concernstatus of the Company and its future operations. However Members' attention is drawnto the statement on contingent liabilities and commitments in the Notes forming part ofthe financial statements.

PARTICULARS OF EMPLOYEES

The Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-G.In terms of second proviso to Section 136(1) of the Act the Board's Report isbeing sent to the members and others entitled thereto excluding the information for topten (10) employees in terms of remuneration drawn mentioned in Section 197(12) of the Actread with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The above said disclosure will be available for electronic inspectionwithout any fee by the Members from the date of circulation of Notice of AGM and up to thedate of AGM. They can also send their request at designated e-mail atsecretarial@tciexpress.in accordingly the Company will arrange to make the copy available to theShareholders.

HUMAN RESOURCES

The Company firmly recognizes that human capital plays a key role indeveloping reinforcing and changing the culture of an organisation. The Company hasembarked on several human resource initiatives to enhance the productivity of theorganization. Human resources (HR) performs an important role in achieving the requiredgrowth for the business through strong and well-structured HR processes such as TalentAcquisition Training & Deployment Compensation & (including the ESOP scheme) andTalent Development.

The Company strives to impart regular training knowledge and supportin areas of functional and technical development. The Company extensively invests intraining programmes and learning modules. It has well defined policies for all stages ofemployee life cycle which run at four (4) developmental centers including functionaltraining behavioral trainings skill building trainings and orientation training. TheCompany endeavors to provide a safe conducive and productive work environment. Thepandemic accelerated a new approach for everyone to embrace a different sort of workingbehavior. Considering the health and safety of the employees the Company has alsoimplemented work from home Policy. The HR department of the Company was continuously intouch with the employees to guide them and solve their problems. The Company hasimplemented a systematic operating plan to deal with the pandemic. Post lockdown alladvisories and directions issued by both State and Central Government have been followedwhich include social distancing wearing masks sanitization health monitoring etc. TheHR Department has also placed digital interventions to ensure smooth functioning of theworking of the employees from their home. The Company is now geared to create adigitally-enabled workplace to the extent possible with seamless virtual collaboration.The Company consciously works and maintains harmonious industrial relations at its officesand has been certified as a ‘Great Place to Work' for the second time for theperiod April 2020-21.

APPRECIATION

Your Directors place on record their sincere appreciation for theassistance and guidance provided by all the stakeholders Benefits stock exchangesdepositories investors statutory bodies financial institutions and banks customersvendors and business associates.

We also place on record our sincere appreciation to all employees ofthe Company for their unstinted commitment and continued contribution to the Company. Theyare the key reason behind the success of the Company and contribute to scale new heightsyear after year. Their commitment and contribution is deeply acknowledged. We look forwardto their continuing support and involvement.

For and on behalf of the Board
TCI Express Limited
Place: New Delhi D.P Agarwal
Date: May 19 2021 Chairperson
(DIN: 00084105)

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