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TCI Express Ltd.

BSE: 540212 Sector: Services
NSE: TCIEXP ISIN Code: INE586V01016
BSE 15:08 | 08 Mar 905.00 -3.85
(-0.42%)
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918.00

HIGH

921.95

LOW

896.90

NSE 14:59 | 08 Mar 905.85 -3.75
(-0.41%)
OPEN

930.00

HIGH

930.00

LOW

895.40

OPEN 918.00
PREVIOUS CLOSE 908.85
VOLUME 1828
52-Week high 1024.45
52-Week low 491.00
P/E 45.16
Mkt Cap.(Rs cr) 3,480
Buy Price 905.00
Buy Qty 1.00
Sell Price 906.40
Sell Qty 3.00
OPEN 918.00
CLOSE 908.85
VOLUME 1828
52-Week high 1024.45
52-Week low 491.00
P/E 45.16
Mkt Cap.(Rs cr) 3,480
Buy Price 905.00
Buy Qty 1.00
Sell Price 906.40
Sell Qty 3.00

TCI Express Ltd. (TCIEXP) - Director Report

Company director report

Your Directors are pleased to present Twelfth Annual Report on thebusiness and operations of TCI Express Limited ("the Company") along with theAudited Standalone Financial Statements of the Company and Auditors' Report for thefinancial year ended March 31 2020.

FINANCIAL HIGHLIGHTS AND PERFORMACE

The following figures are extracted from the financial statementsprepared in compliance with Indian Accounting Standards (Ind AS). The financial statementsof the Company comply with all aspects of Ind AS notified under Section 133 of theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 andother relevant provisions of the Companies Act 2013.

(` in Crores)

Particulars 2019-20 2018-19
Total Income 1036.33 1026.98
Profit/(Loss) before Interest Depreciation
125.67 122.18
Taxation & Exceptional Item (EBIDTA)
Less: Interest (Net) 0.90 3.78
Less: Depreciation (Net) 7.79 6.53
Profit/(Loss) before Tax & Exceptional
116.98 111.87
Item
Less: Exceptional Item - -
Profit/ (Loss) before Tax (PBT) 116.98 111.87
Less: Tax Expenses 27.90 39.03
Profit/(Loss) after Tax (PAT) 89.08 72.84

During the year under report the Company's:

Total income increased by 0.91% to ` 1036.33 Crore from

` 1026.98 Crore in the previous year.

EBIDTA increased by 2.86% to ` 125.67 Crore from ` 122.18 Crore inthe previous year. PAT increased by 22.30 % to ` 89.08 Crore from ` 72.84 Crore inprevious year.

The Board of Directors have adopted the above financial statements forthe financial year ended March 31 2020 along with Statutory Reports at their Meeting heldon May 08 2020 through video conferencing (VC) in compliance of guidelines issued bythe Ministry of Corporate Affairs (MCA) vide its notification and Securities and ExchangeBoard of India (SEBI) vide its circular ‘SEBI/HO/CFD/CMD1/CIR/P/2020/38' datedMarch 19 2020 respectively in view of global pandemic Covid-19.

During the reporting year on initial recognition there have been nomaterial changes and commitments noted affecting the financial position of the Companyhowever it's pertinent to note rapid outbreak of coronavirus (Covid-19) which hascaused significant impact on the economies of affected countries including India. As ofthis date we anticipate that Covid-19 could have an impact on the Company'sperformance at least through the first quarter of financial year 2020-21.

A detailed financial performance analysis is provided in the ManagementDiscussion & Analysis Report which is part of this Annual Report.

DIVIDEND AND APPROPRIATION

Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") as amended the Board has adopted a Dividend Distribution Policy. ThePolicy detailed various considerations based on which the Board may recommend or declaredividend dividend track record usage of retailed earnings for corporate actions etc.The Company is in compliance with its Dividend Distribution Policy as approved by theBoard. The Policy is available at the Company's website at www.tciexpress.in. A copyof the same is annexed as Annexure- A to this Board's Report.

The Company has a robust track record of rewarding its shareholderswith a generous dividend pay-out. During the year based on the Company'sperformance the Board of Directors have declared Interim Dividend(s) as under:

Date of Declaration Dividend Type % of Dividend Declared Dividend Per Equity Share of ` 2.00 each
November 04 1st Interim 75% ` 1.50
2019 Dividend
January 27 2nd Interim 75% ` 1.50
2020 Dividend
March 13 3rd Interim 50% ` 1.00
2020 Dividend

TRANSFER OF AMOUNT TO RESERVES

For the financial year ended March 31 2020 the Company hastransferred ` 60.00 Crore from its retained earnings to General Reserve.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION ANDPROTECTION FUND

The MCA under Sections 124 and 125 of the Companies Act 2013 and asrequired under the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ("IEPF Rules") dividends that are not encashed/claimed by the shareholders for a period of seven (7) consecutive years to betransferred to the Investor Education and Protection Fund (IEPF). During the year underconsideration no amount was due for transfer to IEPF in accordance with Section 125 ofthe Companies Act 2013. The details of unclaimed dividend alongwith their due date fortransfer to IEPF is provided in the Corporate Governance Report which is part of thisAnnual Report.

Ms. Priyanka Company Secretary has been appointed as the Nodal Officerof the Company under the provisions of IEPF Rules details of which can be accessed atwww.tciexpress.in.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the year under review the Nomination and Remuneration Committeehas granted 98000 stock Options to its eligible employees in terms of ‘EmployeeStock Option Plan-2016' (ESOP-2016). The details with regard to ESOP Scheme as onMarch 31 2020 as required to be disclosed in terms of the provisions of the CompaniesAct 2013 and Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 (SBEB Regulations) is annexed as Annexure-B to this Board'sReport. No employee was issued stock Options during the year equal to or exceeding onepercent (1%) of the issued capital of the Company at the time of grant. The‘ESOP-2016' for grant of stock Options has been implemented in accordance withthe SBEB Regulations and no change in ‘ESOP-2016' Scheme was reported during theyear. A certificate from M/s. R.S. Agarwala & Co. Statutory Auditors in this regardwould be placed at the Annual General Meeting for inspection by the members throughelectronic mode.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year under review the paid-up share capital of the Companyincreased from ` 7.66 Crore divided into 38310625 equity shares of ` 2.00 each to `7.67 Crore divided into 38355400 equity shares of ` 2.00 each consequent to allotmentof 44775 equity shares of ` 2.00 each upon exercise of Options by eligible employeesunder the ‘ESOP-2016' of the Company. The equity shares issued during the yearunder review rank pari passu with the existing equity shares of the Company. TheCompany's equity shares including those allotted during the year are listed on theNational Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

The Company has not issued shares with differential voting rights norhas granted any sweat equity. As on March 31 2020 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act 2013read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said Section are not applicable.

SUBSIDIARY HOLDING JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31 2020 the Company does not have any subsidiary orholding or joint venture or associate Company as defined under the Companies Act 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The Company has a fundamentally strong Board with an optimum mix ofExecutive and Non-Executive Directors including

Woman Director. More than fifty percent (50%) of the Board areNon-Executive Directors and half of the Board comprises the Independent Directors in theCompany. The detailed information with regard to the Board's composition and othergovernance matters are provided in the Corporate Governance Report which is part of thisAnnual Report.

During the reporting period the Board of Directors at their meetingheld on November 04 2019 on the recommendation made by the Nomination and RemunerationCommittee have re-designated Mr. Phool Chand Sharma in the category of Non-ExecutiveNon-Independent Director from Whole Time Director effective from closing business hoursof November 04 2019 owing to attaining age of superannuation. There have been no furtherchange(s) took place in Board's composition.

In view of the provisions of the Companies Act 2013 Mr. VineetAgarwal is liable to retire by rotation at the ensuing Annual General Meeting and heoffers himself for re-appointment. The information as required to be disclosed underRegulation 36(3) of the Listing Regulations in case of re-appointment of Director isprovided in the Notice of the Annual General Meeting of the Company.

Independent Directors

The Company has received necessary declaration from all the IndependentDirectors under Section 149(7) of the Companies Act 2013 and Rule 6(3) of the Companies(Appointment and Qualification of Directors) Rules 2014 read with the ListingRegulations confirming that they meet the criteria of independence as laid down inSection 149 of the Companies Act 2013 and have also confirmed that they were not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence.

All the Independent Directors of the Company have been registered andare members of Independent Directors Databank maintained by Indian Institute of CorporateAffairs. The Independent Directors are duly abided by the provisions specified in ScheduleIV of the Companies Act 2013.

The terms and conditions of appointment of the Independent Directorsare placed on the website of the Company at www.tciexpress.in. The Company has alsoplaced the Director's familiarization program on its website.

None of the Company's Director(s) is disqualified as on March 312020 in terms of Section 164(2) of the Companies Act 2013 from being appointed as aDirector. A Certificate to this effect duly signed by the Practicing Company Secretary isannexed to the Corporate Governance Report which is part of this Annual Report.

Independent Directors' Meeting

As per Section 149 Schedule IV of the Companies Act 2013 and Rulesmade thereunder read with the Listing Regulations the Independent Directors of theCompany met amongst themselves without the presence of Non-Independent Directors andmembers of Management. The details of the meeting are provided in the Corporate GovernanceReport which is part of this Annual Report.

Key Managerial Personnel (KMP)

During the year under review Mr. Phool Chand Sharma Whole TimeDirector was re-designated as Non-Executive Director with effect from closing businesshours of November 04 2019 consequently he ceases to be KMP of the Company.

Further Mr. Vinay Gujral Company Secretary has resigned from theservices of the Company effective from closing business hours of December 21 2019.Consequent to resignation of Mr. Vinay Gujral and based on the recommendation ofNomination and Remuneration Committee the Board of Directors at their meeting held onMarch 13 2020 have appointed Ms. Priyanka as the Company Secretary KMP and ComplianceOfficer of the Company. As at March 31 2020 the following have been designated as KMP ofthe Company as defined under Sections 2(51) and 203 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: I. Mr.Chander Agarwal Managing Director II. Mr. Mukti Lal Chief Financial Officer III. Ms.Priyanka Company Secretary

PERFORMANCE EVALUATION

Based on the criteria set by the Nomination and Remuneration Committeethe Board has carried out an annual evaluation of its own performance its Committees andindividual Director(s) including the Chairman of the Board for the financial year2019-20. The questionnaires on performance evaluation were prepared in line with theCompanies Act 2013 the Listing Regulations and in accordance with the guidance note onBoard evaluation dated January 05 2017 issued by the SEBI. Proper mechanism has beenprovided to each Director for their feedback and evaluation.

The parameters for performance evaluation of the Board includes theroles and responsibilities of the Board timeliness for circulating the board paperscontent and the quality of information provided to the Board overseeing and guiding onmajor plans of action risk management annual budget/capex acquisition and investment/divestments etc. The performance of the Committees was evaluated based on criteria such asadequate independence of each Committee frequency of meetings and time allocated fordiscussions at meetings functioning of Board Committees and effectiveness of its advice& recommendation to the Board etc. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated based onvarious aspects such as attendance contribution in Board and Committee meetingsjudgment performance and exercise of duties with due and reasonable care.

In addition the evaluation criterion for Chairman includes attendanceeffectiveness of leadership relationship with Board and shareholders effective andmaximum usage of Board support system etc.

The Executive Directors were evaluated on various aspects includinginter alia overall performance of Management accomplishment of long term objectivesefforts made by them towards enhancing brand equity compliance with regulatory law(s) andto encourage new initiatives and expansions etc. Non- Executive Directors were alsoevaluated on the basis of criteria such as attendance and participation in meetings ofBoard and Committees contribution to the development of long term strategy and riskmanagement updating in the relevant areas such as corporate governance industry andmarket scenario etc. The Nomination and Remuneration Committee and Board of Directorsexpressed their satisfaction towards the process followed by the Company for evaluatingthe performance of the Directors Board as a whole including Chairman and its Committees.

MEETINGS OF BOARD OF DIRECTORS

The Board unites at regular intervals to discuss and decide onCompany's business policies and strategies apart from other agenda items. The Boardmet five (5) times during the year under review details of which are given in theCorporate Governance Report which is part of this Annual Report. The maximum intervalbetween any two meetings did not exceed one hundred and twenty (120) days.

COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

I. Audit Committee

II. Nomination and Remuneration Committee III. Stakeholders'Relationship Committee IV. Corporate Social Responsibility Committee V. Risk ManagementCommittee* VI. Share Transfer Committee

* The Board of Directors adopted Committee at their Meeting held on May22 2019.

The details of composition of the said Committee(s) their terms ofreference meetings held and attendance of the Committee members thereat during thefinancial year 2019-20 are provided in the Corporate Governance Report which is part ofthis Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: I. That in the preparation ofthe annual financial statements for the financial year ended March 31 2020 all theapplicable Accounting Standards have been followed and there were no material departurestherefrom; II. That such accounting policies have been selected and applied consistentlyand judgment & estimates have been made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2020 and ofthe profit and loss of the Company for the financial year ended on that date; III. Thatproper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities ifany;

IV. That the annual financial statements have been prepared under thegoing concern assumption;

V. That proper internal financial controls are in place and that thefinancial controls are adequate and are operating effectively;

VI. 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 adopted Policy on Ethics & Whistle Blower/ VigilMechanism for receiving and redressing complaints from employee(s) and Director(s) as perthe provisions of Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations. 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 www.tciexpress.in.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 134(3) of the CompaniesAct 2013 the Company has adopted Nomination and Remuneration Policy. The salientfeatures of the Policy are explained in the Corporate Governance Report which is part ofthis Annual Report. The Policy can be accessed at www.tciexpress.in.

The remuneration paid to the Director(s) for the financial year 2019-20was in line with the provisions of Nomination and Remuneration Policy of the Company.

DISCLOSURES IN RELATION TO 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 ensures that all employees are treated with dignity and there is nodiscrimination between individuals on the basis of their race colour gender religionpolitical opinion social origin sexual orientation or age.

The Company has created a Policy for Prevention of Sexual Harassment ofWomen at Workplace to seek recourse and redressal to instances of sexual harassment. AnInternal Complaints Committee has been constituted in line with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year ended March 31 2020 the Company has not received anycomplaint pertaining to sexual harassment in terms of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

The Board of Directors effective from April 01 2019 amended thePolicy on materiality of and on dealing with Related Party Transactions in line withamendment(s) proposed under the Companies Act 2013 and the Listing Regulations. ThePolicy is available on the Company's website at www.tciexpress.in.

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 acertificate 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 wereentered during financial year 2019-20 are given in the notes to the financial statementsas per Ind AS 24 which is part of this Annual Report.

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 2019 and March 31 2020 respectively.

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.

BUSINESS RESPONSIBILITY REPORT

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.

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down internal financial controls and believes thatthe same are commensurate with the nature and size of its business. Such controls havebeen supplemented by the internal audits carried by Internal Auditor in discussion of topManagement including Directors and Chief Financial Officer and presented before the AuditCommittee periodically.

Based on the framework of internal financial controls and the reviewsperformed by the Management and the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during financialyear 2019-20 for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's Policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of accountingrecords and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

In view of growing level of operations of the Company and in terms ofthe amended Listing Regulations the Board of Company constituted the Risk ManagementCommittee to identify elements of risk in different areas of operations comprising of themembers of the Board of Directors and Chief Financial Officer of the Company.

The Company has developed and implemented a Risk Management Policy foridentifying the risk associated with business of the Company and measures to be taken tomitigate the same. The Audit Committee has additional oversight in the area of financialrisks and controls. All risks are well integrated with functional and business plans andare reviewed on a regular basis by the senior leadership. There are no risks which in theopinion of the Board threaten the existence of the Company. A detailed note on the risksis included in the Management Discussion and Analysis Report which forms an integral partof this Annual Report.

AUDITORS

Statutory Auditors and their Report

M/s. R.S. Agarwala & Co. Chartered Accountants have beenappointed as Statutory Auditors of the Company by the members at their 7thAnnual General Meeting ("AGM") held on July 28 2015 to hold office till theconclusion of 12th AGM of the Company for the financial year 2019-20.

The Board of Directors on the recommendation of the Audit Committeerespectively at their meeting held on May 08 2020 proposed subject to approval of theshareholders the re-appointment of M/s. R.S. Agarwala & Co. Chartered Accountantshaving Firm Registration No. 304045E as the Statutory Auditors of the Company to holdoffice for their second term of five (5) year i.e. from the conclusion of 12thAGM till the conclusion of 17th AGM of the Company for the financial year2024-25.

M/s. R.S. Agarwala & Co. have given their consent to act as theStatutory Auditors of the Company and confirmed that the said re-appointment if madewill be in accordance with the conditions prescribed under Sections 139 and 141 of theCompanies Act 2013.

The Auditors have issued their report on the financial statements forthe financial year ended March 31 2020 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.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors have re-appointed M/s. Vinod Kothari & Company Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2019-20. The Secretarial Audit Report submitted by the Secretarial Auditor in theprescribed form is provided as Annexure-C to this Board's Report.

The Secretarial Audit Report does not contain any qualificationobservation or adverse remarks or disclaimer that may call for any explanation from theBoard of Directors.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year ended March31 2020 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 year and same isannexed as Annexure-D to this Board's Report.

Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 and Rules madethereunder Mr. Krishan Pal Garg a qualified Chartered Accountant professional in wholetime employment of the Company acts as Internal Auditor of the Company.

COST RECORD

The provisions of cost audit and maintenance of cost records asspecified by the Central Government under Section 148(1)of the Companies Act 2013 arenot applicable to the Company and hence such accounts and records are not required to bemaintained by the Company.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any depositwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There were no Loans or Guarantees made by the Company under Section 186of the Companies Act 2013. However the detail of Investment made by the Company isprovided in the financial statement which is part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) and that such systems are adequate and operating effectively.

ANNUAL GENERAL MEETING

For the financial year ended on March 31 2019 Annual General Meetingof the Company was held on July 30 2019.

ELECTRONIC ANNUAL REPORT

In view of the continuing Covid-19 pandemic the MCA has vide itscircular dated May 05 2020 read with circulars dated April 08 2020 and April 13 2020(collectively referred to as "MCA Circulars") permitted the Annual Report to besent through electronic mode accordingly electronic copies of the Annual Report for thefinancial year 2019-20 and Notice of the AGM are sent to all shareholders whose emailaddresses are registered with the Company. Members are requested to register their emailids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receivinge-copies of Annual Report Notice to the AGM and other shareholder's communication.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 ("CSRRules") the Board of Directors of the Company have constituted a CSR Committee andadopted CSR Policy which is implemented by the Company.

The Policy is in conformity with the provisions of Companies Act 2013which can be accessed at the website of the Company at www.tciexpress.in. The AnnualReport on CSR activities is provided as Annexure-E to this Board's Report.

CONSERVATIONOFENERGYTECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGSAND 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 Companies Act 2013 read with the Companies (Accounts) Rules 2014 areprovided as Annexure -F to this Board's Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 and Section 92 of the Companies Act 2013 readwith Rule 12 (1) of the Companies (Management and Administration) Rules 2014 an extractof the Annual Return for the financial year 2019-20 in Form No. MGT-9 is provided as Annexure-Gto this Board's Report and will also made available at the website of the Companyat www.tciexpress.in.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

No significant/material orders were passed by the Regulators Courts orTribunals against the Company during the financial year 2019-20 which impact the goingconcern status and Company's operations in future. However details of commitmentscontingencies and tax matters are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The details pursuant to Section 197 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided as Annexure-H to this Board's Report.

HUMAN RESOURCES

The Company takes pride in building and sustaining a high-trusthigh-performance culture for providing a better business a better world and a better"us together". The Company has well defined Policies for all the stages ofEmployee Life Cycle (ELC) from hire-to-retire. The Company has effective and efficientprograms/management to upgrade skills of employees in order to equip them withcontemporary technological advancements. The Company always strives towards nurturing andretaining talent through superior learning and organizational development.

This is a part of corporate human resource function and is a criticalpillar to support the organization's growth and its sustainability in the long run.

AWARDS AND ACCOLADES

The Company has recognized in many prestigious and diverse externalaccolades during the financial year 2019-20 which includes: I. Bharariya Manvata VikashPuraskar 2019 as Most Brands Industry Trendsetter; II. 13th Express Logistics& Supply chain Leadership Award for Best Express Logistics Services Provider of theyear; III. India Logistics Summit & Award 2019 for Logistics Excellence Tech innovatorof the year; IV. The Company has been certified as "great place to work".

GENERAL

Your Directors states that no disclosure(s) or reporting(s) arerequired in respect of the following items as there were no transactions/events relatedto these items during the year under review:

There was no change in nature of business of the Company;

Neither the Managing Director nor the Whole Time Director of theCompany received any remuneration or commission from any subsidiary as the Company has nosubsidiaries;

The Company has not raised funds through preferential allotment orqualified institutions placement;

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.

ACKNOWLEDGEMENT

The Board of Directors conveys its deep gratitude and appreciation toall the employees and acknowledges their hard work tremendous efforts and contribution tothe Company's performance. We also acknowledge the invaluable support andcontribution of all our customers suppliers bankers investors business associates andall other stakeholders. We are deeply grateful to our shareholders for the confidence andfaith that they have always placed on us.

The Directors also thank the Government of India State GovernmentsStock Exchange(s) and all concerned Departments/Agencies for their co-operation supportand look forward to their continued support in the future.

For and on behalf of the Board
TCI Express Limited
D.P Agarwal
Place: New Delhi Chairman
Date: May 08 2020 DIN: 00084105

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