Your Directors have pleasure in presenting the 11th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended March 31 2019.
FINANCIAL HIGHLIGHTS AND PERFORMACE
The following figures are extracted from the financial statements prepared incompliance with Indian Accounting Standards (Ind AS). The financial statements of theCompany comply with all aspects with Ind AS notified under Section 133 of the CompaniesAct 2013 read with Companies (Indian Accounting Standards) Rules 2015 and other relevantprovisions of the Act.
(H in Crores)
|Particulars ||2018-19 ||2017-18 |
|Total Income ||1026.98 ||887.16 |
|Profit/(Loss) before Interest ||122.18 ||92.74 |
|Depreciation Taxation & || || |
|Exceptional Item || || |
|Less: Interest (Net) ||3.78 ||3.76 |
|Less: Depreciation (Net) ||6.53 ||5.21 |
|Profit/(Loss) before Tax & ||111.87 ||83.77 |
|Exceptional Item || || |
|Less: Exceptional Item ||- ||- |
|Profit/ (Loss) before Tax (PBT) ||111.87 ||83.77 |
|Less: Provision for Tax ||39.03 ||25.37 |
|Profit/(Loss) after Tax (PAT) ||72.84 ||58.40 |
During the year under report the Company's:
Total income increased by 15.76% to Rs 1026.98 crores from
H 887.16 crores in the previous year.
EBIDTA increased by 31.75% to Rs 122.18 crores from Rs92.74 crores in the previousyear.
Profit before tax (PBT) increased by 33.54% to Rs111.87 crores from Rs83.77 crores inprevious year.
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of signature of this report.
During the year based on the Company's performance your Board of Directors hasdeclared Interim Dividends as under:
|Date of Declaration ||Dividend Type ||%age of Dividend Declared ||Dividend Per Equity Share of J 2.00 each |
|November 3 2018 ||1st Interim Dividend ||60% ||H 1.20 |
|February 11 2019 ||2nd Interim Dividend ||60% ||H 1.20 |
Further the Board of Directors in its meeting held on May 22 2019 has recommended aFinal Dividend of 30% (H 0.60 per equity share of Rs2.00 each) for the financial yearended on March 31 2019. The proposal is subject to the approval of Shareholders at theensuing Annual General Meeting.
The Final Dividend if declared by the shareholders at the ensuing Annual GeneralMeeting will be paid to those members whose name appear in the Register of Members and tothose persons whose name appear as Beneficial Owners as per details to be furnished byNational Securities Depository Limited and Central Depository Services (India) Limited onthe date of book closure.
TRANSFER TO GENERAL RESERVE
For Financial year ended March 31 2019 the Company has transferred Rs 5000.00 Lakhsfrom its retained earnings to General Reserve.
EMPLOYEE STOCK OPTION PLAN (ESOP)
During the year under review the Nomination and Remuneration Committee of the Board ofDirectors granted stock options to its eligible employees in terms of ESOP-2016. Thedetails with regard to ESOP as on March 31 2019 as required to be disclosed in terms ofthe provisions of the Companies Act 2013 and SEBI (Share Based Employee Benefits)Regulations 2014 (SBEB Regulations) is enclosed as Annexure-A and form an integral partof this Annual Report.
A certificate from the Company's Statutory Auditors M/s. R.S Agarwala & Co.Chartered Accountants in accordance with SBEB Regulations will be placed before theshareholders in ensuing Annual General Meeting.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES
During the year under review the paid-up share capital of the Company increased fromRs 765.77 Lakhs divided into 38288725 equity shares of Rs 2.00 each to Rs 766.21 Lakhsdivided into 38310625 equity shares of Rs 2.00 each consequent to allotment of 21900equity shares of Rs 2.00 each upon exercise of options by eligible employees under theESOP- 2016 of the Company. The Company's equity shares including those allotted during theyear are listed on National Stock Exchange of India Limited (NSE) and BSE Limited.
SUBSIDIARY HOLDING JOINT VENTURE AND ASSOCIATE COMPANIES
As on March 31 2019 the Company did not have any subsidiary or holding or jointventure or associate company as defined under the Companies Act 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
During the year under review there has been no change in composition of Board ofDirectors. In view of the provisions of the Companies Act 2013 Mr. D.P Agarwal is liableto retire by rotation at the ensuing Annual General Meeting and he offers himself forre-appointment. The information as required to be disclosed under Regulation 36(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in case ofre-appointment of director(s) is provided in the Notice of the ensuing Annual GeneralMeeting of the Company.
The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and during the year there hasbeen no change in the circumstances which may affect their position as IndependentDirector.
None of the Company's Director is disqualified as on March 31 2019 in terms of section164(2) of the Companies Act 2013 from being appointed as a Director.
The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company and can be accessed athttps://www.tciexpress.in/appointmentletters.asp
The Company has also placed the Director's familiarisiation program on its website andthe same can be accessed at https:// www.tciexpress.in/pdf/FAMILARIZATION_PROGRAM.pdf
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014following have been designated as Key Managerial Personnel (KMP's) of the Company:
1. Mr. Chander Agarwal Managing Director
2. Mr. Phool Chand Sharma Whole Time Director
3. Mr. Mukti Lal Chief Financial Officer
4. Mr. Vinay Gujral Company Secretary
There have been no changes in the KMP's of the Company during the year under review.
INDEPENDENT DIRECTORS' MEETING
For the Financial Year 2018-19 one (1) separate meeting of the Independent Directorswas held. The details of the meeting are provided in the Corporate Governance Report andform an integral part of this Annual Report.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has formulated theprocess format attributes and criteria for performance evaluation of the entire Boardits Committees and Directors including Independent Directors.
The functioning of the Board and its Committees was evaluated based on various aspectsinter alia including constitution & composition of the Board and its Committeescomprehensive discussion on the agenda item(s) in the meeting regulatory compliances andcorporate governance etc.
Similarly performance of Independent Directors was evaluated based on various aspectssuch as attendance contribution in Board and Committee meetings judgment performanceand exercise of duties with due and reasonable care.
In addition the evaluation criteria for Chairman includes attendance effectiveness ofleadership relationship with Board and Shareholders effective & maximum usage ofBoard support system.
The Executive Directors were evaluated on various aspects including inter alia overallperformance of management accomplishment of long term objectives efforts made forenhancing brand equity compliance with regulatory law(s) and to encourage new initiativesand expansions etc.
MEETINGS OF BOARD OF DIRECTORS
During the year under report four (4) Board Meetings were convened and held. Thedetails for the year under report of the composition of the Board of its Meetings heldattendance of the Directors at such meetings and other relevant details are provided inthe Corporate Governance Report and form an integral part of this Annual Report.
COMPOSITION OF COMMITTEES OF BOARD
1. Audit and Risk Management Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details for the year under report of the Committees of the Board alongwith theircomposition number of meetings and attendance at the meetings are provided in theCorporate Governance Report and form an integral part of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the Companies Act 2013 the Board of Directors to the best of theirknowledge and ability state the following:
I. That in the preparation of the Annual Financial Statements for the year ended March31 2019 all the applicable Accounting Standards have been followed and there were nomaterial departures therefrom;
II. That such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
IV. That the Annual Financial Statements have been prepared under the going concernassumption;
V. That proper internal financial controls are in place and that the financial controlsare adequate and are operating effectively;
VI. That proper systems to ensure compliance with the provisions of all applicable lawsare in place and are adequate and operating effectively.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered material(i.e. transactions exceeding ten percent of the annual turnover as per the last auditedfinancial statement entered into individually or taken together with previous transactionsduring the financial year) in accordance with the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended from time to time and policy ofthe Company on Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2. Details of the Related Party transactions aredisclosed pursuant to Ind AS 24 "Related Party Disclosures" in Note no. 37 ofthe Financial Statement and form an integral part of this Annual Report.
The policy on Related Party Transactions is placed on Company's website and can beaccessed at https://www.tciexpress.in/pdf/ Policy%20on%20Related%20Party%20Transaction.pdf
VIGIL MECHANISM/WHITSLE BLOWER POLICY
The Company has established a Vigil Mechanism to provide a framework to promoteresponsible fair and secure whistle blowing and to provide a channel to Directors andEmployees to report to the management concerns about unethical behavior actual andsuspected fraud or violation of the code of conduct. The mechanism further provides foradequate safeguard against victimization of Directors and Employees and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy is available on the website of the Company www.tciexpress.in.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. The Company has in place a proper andadequate system of Internal Financial Controls which ensures that all assets aresafeguarded and protected and that the transactions are authorised recorded and reportedcorrectly. The internal controls are discussed at regular interval engaging InternalAuditor Top Management team including Directors and Chief Financial Officer. The InternalAudit Report detailing the effectiveness of Internal Control are conveyed to the AuditCommittee for their review discussion suggestion and recommendations. Relevantmodifications are also carried out as may be recommended by the Audit Committee from timeto time.
IMPLEMENTATION OF RISK MANAGEMENT
Your Company has adopted and implemented mechanism for risk management which inter aliaincludes identification of risk & opportunities associated therein update riskregister on quarterly basis manage & mitigate existing and new risks in a plannedmanner. The Audit Committee of the Board of Directors periodically reviews the RiskManagement framework identified risks with criticality and mitigations plans thereof.
During the year under review your Company has not accepted any deposit within themeaning of Section 73 of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134 (3) (m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are provided as Annexure Band form an integral part of this Annual Report.
The extract of Annual Return of the Company as on March 31 2019 in prescribed formatpursuant to the provisions of the Companies Act 2013 is provided as Annexure-C and forman integral part of this Annual Report.
Statutory Auditors and their Report
Pursuant to the provision of section 139 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 the
Shareholders of the Company in the 7th Annual General Meeting had appointedM/s. R.S. Agarwala & Co. Chartered Accountants (Firm Registration No. 304045E) asStatutory Auditors of the Company for a period of five years to hold office till theconclusion of Annual General Meeting to be held in calendar year 2020. In accordance withthe Companies (Amendment) Act 2017 enforced on May 7 2018 by Ministry of CorporateAffairs the appointment of Statutory Auditors is not required to be ratified by membersat every Annual General Meeting.
M/s. R.S. Agarwala & Co. Chartered Accountants have submitted their Report on theFinancial Statements of the Company for the financial year 2018-19 and form an integralpart of this Annual Report. There are no observations (including any qualificationreservation adverse remark or disclaimer) of the Auditors in their Audit Report that maycall for any explanation from the Board of Directors. The Auditors have not reported anymatter under Section 143(12) of the Companies Act and therefore no detail is required tobe disclosed under Section 134 (3)(ca) of the Companies Act.
Secretarial Auditors and their Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad re-appointed M/s. Vinod Kothari & Company Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial Audit Report submitted by Secretarial Auditor in the prescribed form isprovided as Annexure D and form an integral part of this Annual Report.
There are no qualifications or observations or other remarks of the SecretarialAuditors in their Report for the financial year 2018-19 which call for any explanationfrom the Board of Directors.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
No material/significant orders were passed by the Regulators Courts or Tribunalsagainst the Company as on March 31 2019 which impact the going concern status andCompany's operations in future. However details of commitments contingencies andlitigation on tax matters are disclosed in the Financial Statements.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no Loans and Guarantees made by the Company under Section 186 of theCompanies Act 2013. However the detail of investment made during the year is providedin the Financial Statements and form an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of section 135 and Schedule VII of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany have constituted a Corporate Social Responsibility Committee and adopted CorporateSocial Responsibility Policy which is implemented by the Company.
The Company has in place a CSR policy in conformity with the provisions of theCompanies Act 2013 which can be accessed at https://www.tciexpress.in/pdf/CSR_Policy.pdf
The Annual Report on CSR activities is provided as Annexure E and form an integral partof this Annual Report.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of section 178 of the Companies Act 2013 the Boardof Directors of your Company have adopted Nomination and Remuneration Policy. The salientfeatures of the policy are explained in the Corporate Governance Report and form integralpart of this Annual Report. The Nomination and Remuneration Policy can be accessed athttps://www.tciexpress.in/ pdf/Nomination%20and%20Remuneration%20Policy.pdf
The remuneration paid to the Directors for financial year 2018-19 was in line with theprovisions of Nomination and Remuneration Policy of the Company
PARTICULARS OF EMPLOYEES
Details pursuant to Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided asAnnexure-F and form an integral part of this Annual Report.
CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate report on Corporate Governance together with a Certificatefrom the Practicing Company Secretary regarding compliance with the conditions ofCorporate Governance is provided herewith and form an integral part of this Annual Report.
Pursuant to Regulation 34 of SEBI (Listing Regulations and Disclosure Requirements)Regulations 2015 the Company has secured place in list of top 500 Companies (determinedon the basis of market capitalization) as per data provided by National Stock Exchange ofIndia Ltd as on March 31 2019 the Business Responsibility Report is applicable on theCompany for financial year ending on March 31 2020.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is providedin Annual Report and provides a detailed analysis on the performance of the business andoutlook.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year the Company has duly complied with all applicable SecretarialStandards as issued by Institute of Companies Secretaries of India (ICSI) and Ministry ofCorporate Affairs (MCA) from time to time.
SEXUAL HARASSMENT POLICY
TCIEXPRESS is committed to promoting a work environment that ensures all employees aretreated with dignity and there is no discrimination between individuals on the basis oftheir race colour gender religion political opinion social origin sexual orientationor age.
As part of the legal responsibility to deal with sexual harassment TCIEXPRESSimplements effective and accessible complaint procedures for employees and other workplaceparticipants. In terms of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 for protection against sexual harassment yourCompany has formed a Complaint
Committee to which employees can submit their complaints. There were no such complaintsreceived during the year or pending as on March 31 2019 for redressal.
The Company takes pride in the commitment competence and dedication different aspectsof Human Resource Management such as recruitment promotion compensation trainingselections etc. The Company ensures equal just fair and unbiased approach in hiringpromoting and developing an employee. It has clearly laid down policies for the entireEmployee Life cycle (ELC). The Company has in-house dedicated team of trainers to trainthe employee on various functional and behavioral aspects required for business growthnurturing and retaining talent through Superior Learning & Organizational Development.This is a part of corporate HR function and is a critical pillar to support theorganization's growth and its sustainability in the long run.
Your Directors states that no disclosures or reporting(s) are required in respect ofthe following items as there were no transactions/ events related to these items duringthe year under review:
There was no change in nature of business of the Company
Issue of equity shares with differential rights as to dividend voting rights orotherwise
Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except ESOP referred to this Report.
Neither the Managing Director nor the Whole Time Director of the Company receive anyremuneration or commission from any subsidiary as Company has no subsidiaries.
Maintenance of Cost Record and requirement of Cost Audit as prescribed under section148 of the Companies Act 2013 and rules made thereunder are not applicable on theCompany.
Your Board of Directors would like to place on record their sincere appreciation forthe support and contributions made by all the Employees Customers Suppliers BankersInvestors Business Associates and all other Stakeholders. Our consistent growth was madepossible due to their hard work solidarity co-operation and support.
The Directors also thank the Government of India various State Governments andconcerned Government Departments/Agencies for their co-operation support and look forwardto their continued support in the future.
Your Directors acknowledge with gratitude the encouragement and support extended byall our valued shareholders.
| ||For & on behalf of the Board |
|Place: Gurugram ||D.P Agarwal |
|Date: May 22 2019 ||Chairman |