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TCI Finance Ltd.

BSE: 501242 Sector: Financials
NSE: TCIFINANCE ISIN Code: INE911B01018
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VOLUME 500
52-Week high 19.50
52-Week low 5.96
P/E
Mkt Cap.(Rs cr) 8
Buy Price 6.00
Buy Qty 500.00
Sell Price 6.63
Sell Qty 100.00

TCI Finance Ltd. (TCIFINANCE) - Director Report

Company director report

To

Dear Members

Your directors take pleasure in presenting the 45th Annual Report of the Company alongwith the Audited Accounts for the year ended March 31 2019.

The highlights of the Standalone and Consolidated Financial Results are as follows:

(र in Lakhs)
Particulars March 31 2019 As at March 312018 As at March 31 2019 As at March 31 2018
Standalone Standalone Consolidated Consolidated
Revenue from Operations 1054.13 1174.67 1235.84 1300.79
Profit/(loss)before Interest Depreciation & Taxation 1139.36 1068.11 1207.64 1069.05
Financial Charges 606.78 859.90 606.78 859.90
Depreciation 2.08 2.14 3.19 4.30
Profit/(Loss)before tax 530.49 206.07 597.66 204.84
Exceptional Items - - - -
Provision for tax: - - - -
Current Tax 100.17 36.50 100.17 36.50
Deferred Tax 3.05 0.96 3.52 0.98
Tax relating to earlier years - - - -
Profit/(Loss)after tax 427.26 168.61 493.97 167.36
Balance brought forward from previous year 2341.13 2206.24 2270.72 2137.08
Transferred to Reserve Fund 85.45 33.72 (85.45) (33.72)
Balance Carried forward 2682.94 2341.13 2682.94 2270.72

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year endedMarch 31 2019 since it is proposed to retain the same in the business.

SHARE CAPITAL

The authorized share capital of the Company is Rs. 20 Crore divided into 20000000equity shares of Rs. 10/-each and paid-up equity share capital as on March 31 2019 is12.87 Crore consisting of 12872493 equity shares of Rs. 10/- each. There are 1323812_forfeited shares. Details of the same has been disclosed in Note No. 3 of financialstatements

DEPOSITS

During the year the Company has accepted unsecured loans from directors in terms ofRule 2(c)(viii) of Companies (Acceptance of Deposits) Rules 2014 details of which aredisclosed in Notes 7 of financial statements.

It continues to be a Non-deposit taking Non Banking Financial Company in conformitywith the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits)Rules 2014.

STATE OF COMPANY AFFAIRS AND OPERATIONAL PERFORMANCE REVIEW

During the year under review your Company achieved a turnover (standalone) of Rs.1054.13 lakhs as against Rs 1174.67 lakhs in the previous year. The profit before tax(Standalone) stands at Rs. 530.49 lakhs as against Rs. 206.07 lakhs in the previous year.

SUBSIDIARY (ITAG BUSINESS SOLUTIONS LIMITED)

The wholly owned subsidiary company Itag Business Solutions Limited is into the corebusiness of Knowledge Process outsourcing and the consolidated financials forms part ofthis Annual Report.

With effect from 5th March 2019 Itag Business solutions limited has ceased to be aSubsidiary of the Company.

The Turnover of Itag Business Solutions Limited as on 5th March 2019 is Rs. 110.57Lakhs as Compared to Rs. 127.23 lakhs in the previous year. Profit before tax stood at(4.67 lakhs) as against profit of Rs. (1.22) Lakhs in the previous year. A Statementpursuant to section 129 of the Companies Act 2013 related to the accounts of thesubsidiary forms part of this annual report.

Policy for determining material subsidiary of the Company is available on the websiteof the Company https://www.tcifl.in/ pdf/policyonmaterialsubsidiaries.pdf.

RESERVE

As per section 45IC of RBI Act 1934 the Company has transferred Rs. 85.45 Lakhs toreserve fund i.e 20% of its net profit.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS)- 21 Consolidated Financial Statements are provided in the Annual Report.The CFS should therefore be read in conjunction with the directors' reports financialnotes cash flow statements and the individual auditor reports of the subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Change in Directorate

i. Cessation as non-executive Director

Pursuant to Regulation 17(IA) of SEBI (Listing obligations and disclosure requirements)Regulations 2015 vide notification no. SEBI/LAD-NRO/GN/2018-10 no listed entity shallappoint a person or continue the directorship of any person as a Non Executive Directorwho has attained the age of 75 years unless a Special Resolution is passed to that effectin which case the Explanatory statement annexed to the notice for such motion shallindicate the justification for appointing such a person.

Accordingly Mr. R S Agarwala (DIN: 00368733) aged 80 has resigned from theDirectorship of the Company with effect from March 312019

ii. Appointment/re-appointment of directors

a) The Board at its meeting held on May 222019 after taking into account the reportof their performance evaluation and the recommendation of the Nomination and RemunerationCommittee re-appointed Mr. Sanwarmal Gourishankar Jalan (DIN: 00324182) as an IndependentDirector of the Company for a second term of five consecutive years September 24 2024subject to the approval of the shareholders in the 45th Annual General Meeting of theCompany

b) The Board of Directors of the Company at its meeting held on May 222019 appointedMr. Radhe Shyam Agarwala as an Additional Non-executive & Non-Independent Director ofthe Company and consent of the members by way of Special Resolution is sought bytheCompany in compliance with regulation 17(1A)of SEBI Listing Regulations 2015 forcontinuation of Mr. Radhe Shyam Agarwala (DIN: 00368733) as non-executive director of theCompany beyond the age of 75 years with effect from May 22 2019.

III. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. MeeraMadhusudan Singh (DIN: 00415866) retires by rotation and being eligible has offeredherself for re-appointment.

The brief profile of the director who is to be re-appointed form part of the notes andexplanatory statement to the notice of the ensuing Annual General Meeting.

B. Change in KMP

Ms. Lakshmi Sharma Company Secretary and Compliance officer of the Company hasresigned w.e.f November 28 2018.

Ms. Srishti Soni was appointed as Compliance officer of the Company w.e.f December242018 and Company Secretary of the Companyw.e.f January 312019.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-19 percentage increase inremuneration of each Director Chief Financial Officer/Manager and Company Secretaryduring the financial year 2018-19 are as under:

Non-Executive Directors (Refer Note-1) Ratio to median remuneration % increase in remuneration in the financial year
Mr. Dhanpat Ram Agarwal Chairman-Independent Director - -
Mr. Mahendra Agarwal Promoter & Non Executive Director - -
Mr. Radhe Shyam Agarwal Non Executive & Non Independent Director - -
Mr. Sanwarmal Gouri Shankar Jalan Independent Director - -
Ms. Meera Madhusudan Singh Non Executive & Non Independent Director - -
Executive Directors / KMP
Mr.Ramesh Sivaraman Manager-Chief Financial officer 2.04:1 4.77%
Ms.LakshmiSharma - Company Secretary (upto November 282018) 0.33:1 5.16%
Ms. Srishti Soni Company Secretary (w.e.f December32018) 0.23% -

Note 1: The Company had paid only sitting fees to the Directors. Apart from sittingfees there is no other remuneration paid to the Non-Executive Directors. Therefore theratio to median remuneration is negligible.

ii) the percentage increase in the median remuneration of employees in the financialyear: 46.51%

iii) the number of permanent employees on the rolls of company: 4

iv) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2018-19 was 14.19% whereas theincrease in the managerial remuneration for the same financial year was 4.96%. The same isin line with the Industry Standards.

v) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

The particulars of employees required under section 197(12) of the Companies Act 2013read with Rules 5 (2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not furnished as there is no employee in receipt ofremuneration more than the prescribed limit.

As per ministry of corporate affairs notification no: G.S.R. 646(E) regarding amendmentof the companies (Appointment and Remuneration of Managerial Personnel) in rule 5 sub rule(2) the statement containing particulars of top ten employees in terms of remunerationdrawn as required under Section 197(12) of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:

a) Name of the employee Ramesh Sivaraman Laxmi Narain Kumawat Lakshmi Sharma Srishti Soni Sandeep Gurram Amit Ray
b) Designation of the employee Manager and CFO UptoJune 30 2018 he was Asst. General Manager Company Secretary & Compliance officer Upto Nov 28 2018 Company Secretary w.e.f December 32018 Associate- Operation Assistant Manager- Accounts
c) Remuneration received; (र in lakhs) 3725575 347266 435021 143470 191983 380719
d) Nature of employment whether contractual or otherwise; Permanent Permanent Permanent Permanent Permanent Permanent
e) Qualification an experience of the employee; CA Exp: 28 years MCOM Exp: 40 years CS Exp: 7 years CS Exp: 2 years MBA Exp: 2.7 years B.COM (Hons) Exp: 17 years
f) Date of commencement of employment; 22-Oct-1996 01 -Sep-1978 01-Dec-2012 03-Dec-2018 01-Jan-2018 03-Apr-2002
g) Age of such employee; 50 58 29 26 25 40
h) Last employment held by such employee before joining the company; Manager Asia Pacific Investment Ltd. Manager Gati Ltd. Assistant Manager Gati Kintetsu Express Private Limited (Ga ti- KWE) Company Secretary & Compliance officer- Proseed India Limited Associate Gati Accademy Manager Accounts Gati Kausar India Limited
i) % of equity shares held by the employee in the company; 0.00 (960 Shares) 0.07 Nil Nil Nil Nil
j) Whether any such employee is a relative of any director and if so name of such director or manager No No No No No No

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of Companies Act 2013 stating that they meet the criteria ofindependence as provided in section 149(6) of the said Act and Regulation 16 of SEBIListing Regulations 2015.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been explainedhereunder.

The evaluations based on questionnaire was prepared which assessed the performance ofthe Board on select parameters related to roles responsibilities and obligations of theBoard and functioning of the Committees including assessing the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The evaluationcriteria for the Directors were based on their participation contribution and offeringguidance to and understanding of the areas which are relevant to them in their capacity asmembers of the Board.

A separate meeting of Independent Directors was also held during the financial year forthe evaluation of the performance of Non Independent Director performance of the board aswhole and that of the Chairman.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The company is a NBFC and therefore section 186 of Companies Act 2013 are notapplicable to the Company. The details of Loans Guarantees and Investments are given inthe note No. 7 to the Financial Statement.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable to theCompany from financial year 2018-19.

Accordingly the Board of Directors of the Company at its meeting held on May 22 2019have dissolved the CSR Committee.

RELATED PARTY TRANSACTION

The main business of the Company is financing activities and all loans granted torelated party (if any) are in the ordinary course of business. All related partytransactions that were entered into during the financial year were on an arm's lengthbasis and were in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Accordingly Form AOC-2 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Transactions with related parties entered by the Company in the normalcourse of business are periodically placed before the Audit Committee for its approval.

Your Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the SEBI (Listing Obligation & Disclosure Requirements) Regulations2015. This Policy was considered and approved by the Board has been uploaded on thewebsite at: http://www.tcifl.in/ pdf/RelatedPartyTransactionPolicy.pdf

Transactions with the related parties entered into by the Company are disclosed in Note24 of the financial statements. The same has been disclosed in the financial statement incompliance with Accounting Standard as applicable

Further details regarding transactions with entities belonging to Promoter/Promotergroup which hold 10% or more shareholding in the listed entity are given herein below:

Name of Related Party % of Holding Nature of Transactions
GatiLimited (Promoter Grop) 12.43% Rent paid amounting to Rs. 19600 p.m
Bunny Investments and Finance Private Limited (Promoter group) 0.43%* The company (TCI Finance Limited) has sold its Wholly owned subsidiary (Itag Business Solutions Limited) and Bunny Investments and Finance Private Limited is one of the Buyer of it.

*The Company has sold its wholly owned subsidiary company (Itag Business SolutionsLimited) and Bunny Investments and Finance Private Limited being one of the buyer of it isdisclosed in the above mentioned details irrespective of it is holding 0.43% of Shares inTCI Finance Limited.

MEETINGS

During the year Four Board Meetings Four Audit Committee Meetings Two Nomination andRemuneration Committee and Four Stakeholder Relationship Committee meeting were convenedand held. The details of the meeting along with the attendance of the director are givenin the Corporate Governance Report(Annexure D). The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and Listing Regulations.

Board Committees

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee CSR Committee Stakeholders Relationship Committeenumber of meetings held during the year under review and other related details are set outin the Corporate Governance Report which forms a part of this Report. There have been nosituations where the Board has not accepted any recommendation of the Audit Committee.

VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI ListingRegulations 2015 the company has framed its whistle Blower/vigil mechanism policy.

The Vigil Mechanism policy/Whistle Blower policy provide a mechanism for the Directors/employees of the Company to report without fear of victimization any unethical behaviorsuspected or actual fraud violation of the Code of Conduct etc which are detrimental tothe organisation's interest. The mechanism protects the whistle blower from any kind ofdiscrimination harassment victimization or any other unfair employment practice. Thedirectors in all cases and employees in appropriate or exceptional cases have directaccess to the chairman of the audit committee. The company affirms that no employee hasbeen denied access to the Audit Committee. The Vigil Mechanism Policy has been uploaded onthe website of the Company at: http://www.tcifl.in/pdf/VigilMechanismPolicy.pdf .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015the Company shall familiarize the Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. through various programmes.

Accordingly the Company has arranged a technical session to familiarize theIndependent Directors about their roles responsibilities and duties as IndependentDirectors. The details of the familiarization programme has been disclosed on the websiteof the Company at: http:www.tcifl.in/investors/famailarisation Programme.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors' confirm thefollowing:

• that in the preparation of the Annual Accounts for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

• that the directors have selected such accounting policies and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the Company for that period.

• that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• that the directors have prepared the annual accounts on a 'going concern' basis.

• that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

• that the systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively

ACCOUNTS OF SUBSIDIARY

Copies of these annual accounts and related information will be made available on theCompany's website at www.tcifl.in and also on request. The annual accounts of thesubsidiary company will be made available at the registered office of the company and alsoat the venue during the Annual General Meeting.

LISTING

The Company's shares are traded in the dematerialized form on both BSE ltd and NationalStock Exchange of India Limited having nation wide terminals. The particulars ofShareholding Pattern Distribution of Shareholding and Share prices are mentionedseparately in the Report on Corporate Governance.

Internal Financial Controls

Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and external agencies(if required) and the reviews performed bymanagement team and the relevant Board Committees including the Audit Committee theBoard is of the opinion that the Company's Internal Financial Controls were adequate andeffective during the financial year 2018-19.

The Board of Directors to the best of their knowledge and ability confirm that:

Your Company has laid down internal financial controls to be followed and that suchinternal financial controls are adequate and were generally operating effectively; and

Your Company has devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

a) Statutory Auditors

M/s M. Bhaskara Rao & Co. Chartered Accountant Hyderabad (FRN: 000459S) wereappointed as the Statutory Auditors at the 40th AGM fora period of 5 years upto theconclusion of the 45th AGM of the Company. Accordingly the term of office of M/s MBhaskara Rao & Co expires in the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on May 22 2019 pursuant tothe recommendation of Audit Committee approved the re-appointment of M/s M Bhaskara Rao& Co. Chartered Accountants (Firm Registration No. 000459S) as auditors for a periodof 3 years commencing from the conclusion of this Annual general meeting till theconclusion of the 48th Annual General Meeting to be held in the year 2022 in terms ofSection 139 & 141 and other applicable provisions if any of the Companies Act 2013read with the Companies (Audit & Auditors) Rule 2014.

M/s M Bhaskara Rao & Co Chartered Accountants (Firm Registration No. 000459S)haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limit specified under sec 141 (3)(g) of the Act. They have further confirmedthat they are not disqualified to be appointed as statutory auditors in terms of theprovisions of the proviso to Section 139(1) Section 141(2) and Section 141(3) of the Actand the provisions of the Companies (Audit and Auditors) Rules 2014.

Emphasis of Matter

a. Note no 22.6 of the standalone financial statements regarding exposures to AmritJalVentures Private Limited and its wholly owned subsidiaries (collectively referred asAJVPL) aggregating to Rs. 5347.67 Lakhs besides the amounts of guarantees given to thelenders of AJVPL.

b. Note 22.5 of the standalone financial statement regarding the accounting treatmentand presentation and disclosure relating to sale of pledged shares by the lenders of theCompany / lenders of the Related Parties.

Management has provided its clarification and the same is disclosed in note no.22.5&22.6 of the Financial statements.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. dvm gopal & associates a firm of Practicing Company Secretaries toundertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor forthe financial year 2018-19 as issued by them in the prescribed form MR-3 is annexed tothis reportas Annexure B.

A certificate on secretarial compliance as required under Regulation 24A of SEBIlisting Regulations read with SEBI CircularCIR/CFD/CMD1/27/2019 dated February 82019 wasobtained from M/sTapasvilal Deora &Associates Practicing Company Secretaries for thefinancial year 2018-19 and was accordingly submitted to the stock exchanges.

c) Internal Audit

Pursuan to the provision of section 138 of the Companies Act 2013 and the Companiesread with rule 13 of the Companies (Accounts) Rules 2014 your Company has appointed Mr.Dinesh Sai to conduct the Internal Audit of the functions and activities of the Companyfor the financial year 2018-19. The Internal Auditors are submitting their report onquarterly basis.

MAINTENANCE OF COST RECORDS

The provisions of Cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return inform MGT-9 is annexed asAnnexure-C. Thesame is being uploaded on the website of the Company-www.tcifl.in

CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations 2015 a separate chapter titled CorporateGovernance has been included in this Annual Report along with the reports on ManagementDiscussion and Analysis and General Shareholders information.

All the Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the Manager& CFO of the Company is contained in this Annual Report.

The Manager & CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of SEBI ListingRegulations 2015

The Certificate from the Practicing Company Secretary of the Company regardingcompliance of conditions of Corporate Governance is annexed to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

As the Company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and Technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of theCompanies (Accounts) Rules 2014 is not provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA is provided as a separate section in the annual report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

During the year under review there were no significant and material orders passed bythe court of regulators.

Subsequently ANCLT case against M/sAmritJal Ventures Private Limited in which TCIFinance Limited is holding 10% shares been filed by M/s Sew Infrastructure Limited whichhas been admitted on May 072019.

Your Company as at the year ended March312019 has financial exposures in the form ofinvestments amounts receivable by the Company and guarantees given by the Company onbehalf of Am ritJal Ventures Private Limited and its subsidiaries. Details of the same aregiven in point no.22.7 of the standalone financial statements.

PRESENTATION OF FINANCIAL STATEMENTS

As per notification no. G.S.R. 365 (E) dated 30 March 2016 issued by Ministry ofCorporate Affairs (MCA) in exercise of power conferred to it under section 133 read withsection 469 of the Companies Act 2013 NBFCs having net worth of Rupees five hundredcrore or more are required to comply with the Indian Accounting Standards (Ind AS) inpreparation of their financial statements and quarterly financial results for theaccounting periods beginning on or after 1 April 2018 with effective transition date of 1April 2017.

Further MCA in exercise of its power under sub-section (1) of section 467 of theCompanies Act 2013 amended Schedule III to Companies Act 2013. Vide the amendment anewdivision viz. 'Division III' financial statement format was introduced for Non-BankingFinancial Companies effective from 11th October 2018.

Accordingly the financial statements of the Company from the current financial yearswill be prepared as per the revised Schedule III to Companies Act 2013.

Statutory disclosuress

The summary of the key financial of the Company's subsidiary (upto March 5 2019) inform AOC-1 is included in this Annual Report. A copy of the audited financial statementsof the subsidiary company will be made available to members of the Company seeking suchinformation at any point of time. The audited financial statements of the subsidiary willbe kept for inspection by any member of the Company at its registered office duringbusiness hours. The same are placed on the Company's website www.tcifl.in

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has during the year under review complied with all the relevantprovisions of the notified secretarial standards.

RISK MANAGEMENT POLICY

The Company has in place adequate checks for management of risks and hence has notdeveloped or implemented any Risk Management Policy. The Board is of the opinion thatthere are no such elements of risk which may threaten the existence of the Company.

GENERAL

i. During the year under review there is no change in nature of business.

ii. There is no material changes and commitment affecting the financial position of theCompany between the end of financial year and the date of the report except the company'sexposures toAmrit Jal Ventures Pvt Ltd (AJVPL) in the form of Equity Optionallyconvertible Debentures Inter Corporate Deposit Interest accrued thereon and tax deductedat source aggregating to Rs. 5347.67 Lakhs and guarantees given to the lenders of AJVPLand its subsidiaries which is disclosed Note No.22 of Financial Statements.

iii. During the year under review there were no cases filled pursuant to the sexualHarassment of women at workplace (prevention Prohibition and Redressal)Act 2013

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all levels.

By Order of the Board
For TCI FINANCE LIMITED
Dhanpat Ram Agarwal
Hyderabad Chairman
May 22 2019 DIN: 00322861