The Members of TCI Finance Limited
Your directors have pleasure in presenting the 46th Annual Report of the Company alongwith the Audited Accounts for the year ended March 31 2020.
The highlights of the Financial Results are as follows:
(Rs. in Lakhs)
|Particulars ||As at March 31 2020 ||As at March 31 2019 |
|Revenue from Operations ||420.64 ||1028.83 |
|Profit/(loss)before Interest Depreciation &Taxation ||(4835.36) ||958.70 |
|Financial Charges ||391.71 ||606.78 |
|Depreciation ||2.20 ||2.09 |
|Profit/(Loss)before tax ||(5229.27) ||349.83 |
|Exceptional Items ||-- ||-- |
|Provision for tax: || || |
|Current Tax ||- ||100.17 |
|Deferred Tax ||2.61 ||3.05 |
|Profit/(Loss)after tax ||(5231.88) ||246.61 |
|Balance brought forward from previous year ||2684.55 ||2341.13 |
|Adjustment Relating to Fair Value of Investments ||2620.65 ||182.26 |
|Transferred to Reserve Fund ||- ||85.45 |
|Balance Carried forward ||73.32 ||2684.55 |
Your Directors have not recommended payment of dividend for the financial year endedMarch 31 2020.
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 March31 2020 isRs.12.87 Crore consisting of 12872493 equity shares of Rs. 10/-each. There are1323812_forfeited equity shares. Details of the same has been disclosed in financialstatements. There was no public issue rights issue bonus issue or preferential issueetc. during the year under review. The Company has not issued shares with differentialvoting rights or sweat equity shares
The Company is a Non Banking Finance Company and therefore the Companies (Acceptance ofDeposits) Rules 2014 are not applicable.
BUSINESS PERFORMANCE/FINANCIAL OVERVIEW
During the financial year 2019-20 the Company has incurred loss after Tax of Rs.(52.32) Cr as against profit of Rs. 2.47 Cr in the previous year. Non recognition ofinterest on loans and investments and creation of provision of impairment of loans andadvances granted and investments to AmritJal Ventures Private Limited has resulted in thehuge loss during the current year.
The Management is however confident about realisation of all dues recoverable to itparticularly in view of operating profit from Gati Infrastructure Private Limited one ofthe wholly owned subsidiary of AJVPL through its hydro power project
IMPACT OF COVID-19
In terms of the Covid 19 regulatory package of the RBI issued from time to time thecompany has availed the moratorium of 6 months for the term loan availed by the companyfrom a financial institution. The company has not granted any moratorium to any of itsborrowers.
There remains a high level of uncertainty about the impact and time required for theeconomic activity to normalize. The extent to which the Covid 19 epidemic will impact thebusiness and financial results is at this juncture dependent on future developments whichare highly uncertain.
EXTRACT OF ANNUAL RETURN
The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 ('the Act') in the prescribed form MGT-9 is annexed to this Report andalso placed on the Company's website https://www.tcifl.in/-investor-relations-annual-reports.
No amount has been transferred to the Reserve Fund during the financial year.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year. The meeting details are provided inCorporate Governance report that forms part of this Annual Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013.
However the Audit Committee met 5 times during the financial year whereas Nominationand Remuneration committee met 1 time during the year and Stakeholder RelationshipCommittee met 4 times during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under clause (c) of sub-section (3) of section 134 of the Act directorsto the best of their knowledge and belief state that:
? In the preparation of the Annual Accounts for the year ended March 312020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
? The directors have selected such accounting policies and applied them consistentlyand made Judgement and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the Company for that period.
? The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
? The directors had prepared the annual accounts on a 'going concern' basis.
? The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
??the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the Statutory Auditorsto the Audit Committee or the Board
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(1)(b) ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and that they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence.
In accordance with the provisions of Section 150 of the Act read with the applicableRules made thereunder the Independent Directors of the Company have registered themselvesin the data bank of Independent Directors maintained by the Indian Institute of CorporateAffairs Manesar ["IICA"]. The Independent Directors unless exempted arerequired to pass an online proficiency self assessment test conducted by llCA within oneyear from the date of their registration in the IICA databank.
Pursuant to the above the Company has received Declarations of compliance under Rules6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014from all the Independent Directors of the Company confirming that they have registeredtheir names in the data bank of Independent Directors maintained with the IICA.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Your Company has also adopted the Policy on Remuneration of Directors and theRemuneration Policy for Key Managerial Personnel and Employees of the Company inaccordance with the provisions of sub-section (4) of Section 178 of the Act.
The criteria for determining qualifications positive attributes and independence of aDirector and the Remuneration Policies for Directors Key Managerial Personnel and otheremployees have been discussed in detail in the Report on Corporate Governance.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company is a Non Deposit taking NBFC and therefore section 186 of Companies Act2013 are not applicable to the Company. The details of loans Guarantees and investmentsare given in the Financial Statements.
The Company continues to comply with all the applicable regulations prescribed by theReserve Bank of India ("RBI") from time to time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The main business of the Company is financing activities and all loans granted torelated parties were in the ordinary course of business. Allcontracts/arrangements/transactions entered into by the Company during the financialyearwith related parties were in the ordinary course of business and at arm's length basis.During the year under review 3329440 equity shares held by the Companyin Gati Limitedwere pledged with M/s Smit Capital Services Private Limited for financial assistanceavailed by Mahendra Investment Advisors Private Limited from Smit Capital Services PrivateLimited which was invoked by the lender i.e M/s Smit Capital Services Private Limiteddetails of which are given in Note no. 32 of financial statements.
Pursuant to Section 134(3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules2014. The disclosure of Related Party Transactions as required under Section 134 (3) (h)of the Companies Act 2013 in Form AOC-2 is attached herewith this Annual Report.
The Company has entered into a lease agreement with P D Agarwal Foundation dated 5thFebruary 2020 and has taken on lease a part of the premises to the extent of 853 Sqft ofthe 4th Floor of the said premises and is hereby paying a sum of Rs. 84/- per sqft permonth towards rent for demised premises totaling Rs. 71652/- P.m.
During the year 2019-20 pursuant to section 177 of the Act and regulation 23 of SEBIListing Regulations 2015 all RPTs were placed before the Audit Committee for itsapproval. All related party transactions during the year were conducted at arms' lengthand were in the ordinary course of business.
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 2013the Rulesthereunder and the SEBI (Listing Obligations & Disclosure Requirements)Regulations2015. This Policy was considered and approved by the Board and has beenuploaded on the website at: http://www.tcifl.in/pdf/ RelatedPartyTransactionPolicy.pdf
Further during the financial 2019-20 there were no transactions of the listed entitywith any person or entity belonging to the promoter/promoter group which hold(s) 10% ormore shareholding in the listed entity.
All related party transactions entered by the Company are disclosed in the financialstatements in compliance with Accounting Standard as applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
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) Rules2014 is not provided.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company does not have any Foreign Exchange Earnings and out go during the yearunder review.
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.
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.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The manner in which the evaluation has been carried outhas been explained hereunder.
The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at Board and Committee Meetings quality ofcontribution to Board discussions and decisions strategic insights or inputs regardingfuture growth of the Company and its performance ability to challenge views in aconstructive manner knowledge acquired with regard to the Company's business/ activitiesunderstanding of industry and global trends etc.
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 exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors who were evaluated on severalparameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders and knowledgeacquired with regard to the Company's business/activities.
The performance evaluation of the Non-Independent Directors and the Board as a wholewas carried out by the Independent Directors. The performance evaluation of the Chairmanof the Company was also carried out by the Independent Directors taking into account theviews of the Executive Directors and Non-Executive Directors.
The Directors have expressed their satisfaction with the evaluation process.
MEETINGS OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was also held on 4th February 2020 duringthe financial year for the evaluation of the performance of Non Independent Directorperformance of the board as whole and that of the Chairman. The Meetings were conducted inan informal manner without the presence of the Whole-time Directors the Non-ExecutiveNon-Independent Directors or any other Management Personnel.
DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Change in Directorate i. Cessation of Mr.Radhe Shyam Agarwala (DIN: 00368733) as non-executive Director
Mr. Radhe shyam Agarwala (DIN: 00368733) was appointed as an Additional Non ExecutiveDirector (Non Independent) of the Company in the Board Meeting held on May 22 2019subject to the approval of Shareholders in the 45th Annual General Meeting of the Company.At the 45th Annual General Meeting of the Company held on 14th August 2019 theresolution for appointment of Mr. Radhe Shyam Agarwala (DIN: 00368733) as Director of theCompany was not passed as the requisite majority votes required for passing the resolutionwas not received by the Company and therefore Mr. Radhe Shyam Agarwala (DIN: 00368733)ceased to be the Director of the Company w.e.f August 14 2019.
ii. Cessation of Mr. Sanwarmal Gouri Shankar Jalan (DIN: 00324182) as an IndependentDirector
The Board of Director of the Company at its Meeting held on May 22 2019 proposed there-appointment of Mr. S M Jalan (DIN: 00324182) as an Independent Director of the Companyfor second term of five consecutive years subject to the approval of shareholders at theAnnual General Meeting.
At the Annual General Meeting held on August 14 2019 the Company did not get therequisite majority votes required for passing the special resolution for re-appointment ofMr. S M Jalan (DIN: 00324182) as an Independent Director of the Company therefore Mr. S MJalan (DIN: 00324182) was ceased as the director of the Company w.e.f September 24 2019.
iii. Appointment/re-appointment of directors
The Board of Directors at its meeting held on September 122019 on recommendation ofthe Nomination and Remuneration Committee appointed Mr. Ashok Kumar Goyal (DIN:05129899)as an Independent Director of the Company subject to the approval of theshareholders at the 46th Annual General Meeting of the Company.
The Board of Directors are of the opinion that Mr. Ashok Kumar Goyal (DIN: 05129899)possess relevant experience expertise and integrity for his appointment as an IndependentDirector of the Company. However the online proficiency self assessment test conducted bythe Indian Institute of Corporate affairs is still required to be given by Mr. Ashok KumarGoyal and shall be completed within the time period prescribed for the said purpose
Mr. Ashok Kumar Goyal (DIN: 05129899) is not debarred or disqualified from holding theoffice of Director by virtue of any SEBI Order or any other such authority pursuant tocirculars dated 20th June 2018 issued by BSE Limited and the National Stock Exchange ofIndia Limited pertaining to enforcement of SEBI Orders regarding appointment of Directorsby the listed companies.
iv. Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Mahendra Kumar Agarwal (DIN: 00179779) retires by rotation and being eligible has offeredhimself for re-appointment.
Prescribed details of Mr. Mahendra Kumar Agarwal director who is seekingre-appointment are given in the Notice of AGM.
Mr. Mahendra Kumar Agarwal is not debarred or disqualified from holding the office ofDirector by virtue of any SEBI Order or any other such authority pursuant to circularsdated 20th June 2018 issued by BSE Limited and the National Stock Exchange of IndiaLimited pertaining to enforcement of SEBI Orders regarding appointment of Directors by thelisted companies.
B. Change in KMP
There was no change in Key Managerial Personnel during the year under review.
1. Subsequently the tenure of Mr. Ramesh Sivaraman as Manager of the Companyexpired on 30th June 2020 and his re-appointment was approved by the Board of Directorsat their meeting held on 31st July 2020 subject to the approval of Shareholders at theAnnual General Meeting.
2. Regularization of Position of Mr. Ramesh Sivaraman as CFO of the Company
Pursuant to section 203 of the Companies act 2013 every listed Company shall have thefollowing whole time key managerial personnel:
? Managing Director or Chief Executive Officer or Manager and in their absence awhole-time Director;
? Company Secretary; and
? Chief Financial Officer
Mr. Ramesh Sivaraman is holding position of Manager & CFO of the Company.Therefore complying with section 203 of the Companies act 2013 the Company hasappointed Mr. Amit Kumar Ray as Chief Financial Officer of the Company w.e.f 31st July2020.
Detailed information on the directors is provided in the Corporate Governance Report.
DECLARATION BY DIRECTORS
All the Directors of the Company have confirmed that they satisfy the "fit andproper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD.008/ 03.10.119/2016-17 dated 1st September 2016 and that they are not disqualified frombeing appointed/ continuing as Directors in terms of section 164(2) of the Companies Act2013.
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.
Further the Company has been served with a copy of petition vide petition no. CP NO.810/241/HDB/2019 filed by Mrs. NeeraAgarwal and 2 others under Section 241 & 242 readwith section 130 213 and 244 of the Companies Act 2013 before the National Company lawTribunal (NCLT).
Kindly refer Note 25(1) of the financial statements for disclosure regarding the same.
Moreover A NCLT case against M/s AmritJal 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 which is given in Note no. 29(a) of the financialstatements.
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 their views work performed bythe management team and the relevant Board Committees including the Audit Committee theBoard is of the opinion that the Company's Internal Financial Controls with reference tothe financial statements were adequate and effective during the financial year 2019-20.
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 2013are not applicable to the Company.
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 2019-20 percentage increase inremuneration of each Director Chief Financial Officer Manager and Company Secretaryduring the financial year 2019-20 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. Ashok Kumar Goyal - Independent Director || || |
|Ms. Meera Madhusudan Singh || || |
|Non Executive & Non-Independent Director ||- ||- |
|Executive Directors/KMP ||- ||- |
|Mr. Ramesh Sivaraman-Manager-Chief Financial officer ||9.71:1 ||7.53% |
|Ms. Srishti Soni Company Secretary ||1.00:1 ||0.00% |
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: -35.61%
iii) The number of permanent employees on the rolls of company : 5
iv) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2019-20 was 8.3% whereas the increasein the managerial remuneration for the same financial year was 7.53%. The same is in linewith the Industry Standards
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor 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 of ManagerialPersonnel) 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 amendment ofthe 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)Rules2014 is given below:
|a) Name of the employee ||Ramesh Sivaraman ||Srishti Soni ||Sandeep Gurram ||Amit Ray ||V. Santosh Kumar |
|b) Designation of the employee ||Manager ||Company Secretary ||Associate- Operation ||Assistant Manager- Accounts ||Executive- Accounts |
|c) Remuneration received; (Rs. in lakhs) ||4273575 ||432956 ||224750 ||913511 ||601332 |
|d) Nature of employment whether contractual or otherwise; ||Permanent ||Permanent ||Permanent ||Permanent ||Permanent |
|e) Qualification and experience of the employee; ||CA Exp: 29 years ||CS Exp: 3 years ||MBA Exp: 3.7 years ||B.Com (Hons) Exp: 17 years ||M.Com Exp: 26 years |
|f) Date of commencement of employment; ||22-Oct-96 ||03-Dec-2018 ||1-Jan-2018 ||03-Apr-2002 ||23-Aug-1994 |
|g) Age of such employee; ||53 ||27 ||27 ||41 ||54 |
|h) Last employment held by such employee before joining the company ||Manager Asia Pacific Investment Ltd. ||Company Secretary & Compliance officer- Proseed India Limited ||Associate Gati Academy ||Manager Accounts Gati Kausar India Limited Gati Limited Gati Kwe Private Limited ||Accounts Executive Gati Limited |
|i) % of equity shares held by the employee in the company; ||0.00 (960 Shares) ||Nil ||Nil ||0.00 (1839 Shares) ||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 |
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 2019-20. 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.
M/s M. BhaskaraRao& Co. Chartered Accountant Hyderabad(FRN: 000459S) wereappointed as the Statutory Auditors at the 45th AGM for a period of 3 years upto theconclusion of the 48th AGM of the Company.
(i) The Auditors' Report for the financial year ended March 31 2020 on the financialstatement of the Company is a part of this Annual Report. The Auditors have given aqualified opinion as described below:
a. Auditors Qualifications given in point no. (a) regarding claims on the Company bythe lenders of AmritJal Ventures Private Limited and it's subsidiary Gati InfrastructureBhasmey Power Private Limited aggregating to Rs. 25619.80 Lakhs due to invocation ofcorporate guarantee given by the Company under the head "Basis of QualifiedOpinion" in the Auditor's Report on standalone financial statements read with noteno. 29(a) & (b) of the standalone financial statements are self-explanatory
Response of the management is however given in note no. 29 (a) & 29 (b) offinancial statements
b. Further in Note no.32 of the Standalone Ind As financial statements regardingexposures to Mahendra Investment Advisors (MIAPL) in the form of Inter Corporate Deposit(ICD's) and interest receivable to Rs. 4359.37 Lakhs
The management of the Company is expecting to recover the above said balances in itsentirety and is of the opinion that no provisions is warranted at this moment.
c. Note no. 28(ii) of the standalone Ind AS financial statements regarding theinvestments in equity shares of a Company held in Gati Limited pledged as security for thecredit facilities availed by Gati Infrastructure Private Limited (GIPL) on receipt ofletter of comfort from AmritJal Ventures Private Limited. The lenders of GIPL have invokedthe pledge. However the same were disclosed as "Investments" as at March 312020 for the reasons stated in the said note.
Response of the Management is given in note no. 28 (ii) of the financial statements
d. Note No. 28(iii) of the standalone Ind AS financial statements regarding theinvestments in equity Shares of the Company held in GatiLimited pledged for the facilitiesavailed by AmritJal Ventures Private Limited (AJVPL) The lenders of AJVPL have invoked thepledge. However same were disclosed as "Investments"as at March 31 2020 forthe reasons stated in the said note.
Response of the Management is given in note no. 28 (iii) of the financial statements
(ii) Auditor has also drawn attention in their report for emphasis of matter read withNote No. 29(a) 28(i) & 25 to the standalone financial statements which is selfexplanatory.
(iii) Auditors have also given the following Key audit matters in their
a. Going Concern: The Auditor has drawn attention to Note 33 of the standalone Ind ASfinancial statements regarding Company's financial exposures as at year ended March 312020 in the form of investments amounts receivable by the Company and guarantees givenby the Company on behalf of AmritJal Ventures Private Limited and its subsidiaries. Thefactors indicate that a material uncertainty exists in respect of realization of amountsdue from these entities and which may cast significant doubt on the Company's ability tocontinue as a going concern.
Management of the Company is in the process of identifying various alternatives / newareas to venture into for reviving the company. In view of the same financial statementsof the company have been prepared on going concern basis.
b. Accuracy of existence rights & obligations completeness and valuation of theinvestments given as guarantees to the lenders of the Company / lenders of the relatedparties - Note 28 to the Standalone Ind AS financial statements - "Investments Saleof Pledged Shares by Lenders".
Response of the management towards the same is given in note no. 28 of the financialstatements.
c. As at March 31 2020 the Company has got the exposures of Mahendra InvestmentAdvisors Private Limited (referred as MIAPL) aggregating to Rs. 4359.37 Lakhs -Note 29 tothe Standalone Ind AS financial statements.
However for the management response towards the same you can refer notes to financials.
d. As at March 31 2020 the Company has given Corporate guarantees to lenders ofAmritJal Ventures Private Limited and to the lenders of susbsidiaries of AJVPL (collectively referred as AJVPL) aggregating to Rs. 31366.71 Lakhs -Note 29(b) to theStandalone Ind AS financial statements which are self explanatory.
b) Secretarial Auditors
Pursuant to the provisions of section 204 of the Act and the Rules made thereunder theBoard has appointed M/s TapasvilalDeora& Associates Practicing Company Secretary (M.No. 9813 CP No. 13087) to undertake the secretarial audit of the Company. TheSecretarial Audit Report for the year 2019-20 as issued by him in the prescribed form MR-3is annexed to this Report.
Pursuant to amendments under SEBI Listing Regulations 2015 and SEBI circular dated 8February 2019 a report on secretarial compliance as required under regulation 24A isbeing submitted to stock exchanges as obtained from M/s TapasvilalDeora& Associatesfor the financial year 2019-20.
The Secretarial Auditors have given a qualified opinion which is described as below:
a. The Company has entered into certain related party transactions without the approvalof Shareholders as required under Regulation 23 of SEBI (LODR) Regulations 2015.
However the Company has proposed the item with respect to approval of Related PartyTransactions at the 45th Annual General Meeting held on 14th August 2019 but the saidresolution could not be passed as the requisite majority votes required for passing theOrdinary resolution was not received by the Company.
The Company has proposed the item with respect to approval of Related PartyTransactions at the 45th Annual General Meeting held on 14th August 2019 but the saidresolution could not be passed as the requisite majority votes required for passing anOrdinary resolution was not received by the Company.
b. The Company has not disclosed details of defaults made on loan taken to the StockExchanges as required under SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November21 2019
The Management has reported all the defaults in line with the circular dated November21 2019 vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140
c. Company has not created modified and satisfied charges i.e. not filed e-forms CHG 1& CHG 4 for pledge on the shares held by the Company and for certain loans obtained.
However management in the view of the same responded that e-form CHG-1 need not befiled with ROC in case of pledge of Shares provided by the Company. The Company has notreceived NOC from the concerned lender for filing form CHG-4.
d. As per the Section 203 of the Act the Company is required to appoint separateindividuals as MD/WTD/ Manager CFO and CS. However the Company has appointed Mr. RameshSivaraman as both Manager and the CFO of the Company.
Company has appointed Mr. Amit Kumar Ray as Chief Financial Officer of the Company witheffect from 31st July 2020. c) Internal Audit
Pursuant to the provisions of section 138 of the Companies Act 2013 read with rule 13of the Companies (Accounts) Rules2014your Company has appointed M/s Laxminiwas & Co(LNCO) as Internal Auditor to conduct the Internal Audit of the functions and activitiesof the Company for FY 2019-20.
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee number ofmeetings held during the year under review and other related details are set out in theCorporate 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.
WHISTLE BLOWER POLICY/ VIGILMECHANISM
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 theDirectors/employees of the Company to report without fear of victimization any unethicalbehavior suspected or actual fraud violation of the Code of Conduct etc which aredetrimental to the organisation's interest.
The purpose of Whistle Blower Policy is to allow the Directors and employees to raiseconcerns about unacceptable improper practices and/or any unethical practices and/or othergenuine concerns being followed in the organization without the employees beingnecessarily required to inform their superiors and to create awareness amongst employeesto report instances of leak of unpublished price sensitive information.
The mechanism protects the whistle blower from any kind of discrimination harassmentvictimization or any other unfair employment practice. The directors in all cases andemployees inappropriate or exceptional cases have direct access to the chairman of theaudit committee. The company affirms that no employee has been denied access to the AuditCommittee.The Vigil Mechanism Policy has been uploaded on the website of the Company at:http://www.tcifl.in/pdf/ VigilMechanismPolicy.pdf.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters along withdetails of number of programmes and number of hours spent by each of the IndependentDirectors during the Financial Year 2019-20 in terms of the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are available on the website ofthe Company and can be accessed at the web-link: https://http:www.tcifl.in/investors/famailarisationProgramme.
The Board of the Directors of the Company at their meeting held on 31st July 2020approved the delisting of Equity Shares of the Company from National Stock Exchange ofIndia Limited Limitedwithout giving an exit opportunity to Shareholders. The Company is inthe process of making application for delisting to the Stock Exchange under SEBI(Delisting Regulations 2009).
The Board of Directors of the Company has received a request from M/s Gati Limitedbelonging to Promoter Group for reclassifying them from the promoter category to publiccategory dated 4th December 2019.
The board after reviewing the application thoroughly has decided to consider theapplication due to the fact that the holding of the above Promoter Group was not exceeding10% of the shareholding of the Company and therefore Board of Directors of the Company atits meeting held on 31st July 2020 approved the Declassification of Gati Limited fromPromoter Group and reclassification of its shareholding as public in terms of Regulation31A of the SEBI (LODR) Regulations 2015.
ACCOUNTS OF SUBSIDIARY
Your Company has no subsidiaries
The Company's shares are traded in the dematerialized form on both BSE ltd and NationalStock Exchange of India Limited having nationwide terminals. The particulars ofShareholding Pattern Distribution of Shareholding and Share prices are mentionedseparately in the Report on CorporateGovernance.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
MDA is provided as a separate section in the annual report. Annexure-E
DISCLOSURE OF ACCOUNTING TREATMENT
As per notification no. G.S.R.365(E) dated 30th 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 networth of Rupees five hundred croreor more are required to comply with the Indian Accounting Standards (IndAS) in preparationof their financial statements and quarterly financial results for the accounting periodsbeginning on or after1stApril 2018 with effective transition date of1stApril 2017.
Further MCA in exercise of its power undersub-section (1) of section 467 of theCompanies Act 2013 amended Schedule III to Companies Act 2013.Vide the amendment a newdivisionviz.'Division III'financial statement format was introduced for Non-BankingFinancial Companies effective from11thOctober 2018.
Accordingly the financial statements of the Company from this financial year will beprepared as per IND AS.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively.
GENERAL i) During the year under review there was no change in nature of business.ii) Material Changes and Commitment effecting the financial position of the Company.
There are no material changes or commitments affecting the financial position of theCompany between the end of the financial year and the date of the report except thecompany's exposures to AmritJal Ventures Pvt Ltd ( AJVPL) in the form of EquityOptionally convertible Debentures Inter Corporate Deposit Interest accrued thereon andtax deducted at source aggregating to Rs. 4621.11 Lakhs and guarantees given to thelenders of AJVPL and its subsidiaries as disclosed in the Notes to Financial Statements.
Further the spread of COVID-19 pandemic and the subsequent pan-India lockdownannounced by the Government of India are the events which have continued till the date ofthe announcement of financial results of the Company.
Kindly refer Notes to accounts for details of material changes and commitments
iii) Your Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 [14 of 2013].
There were no cases of Sexual harassment in the Company during the year under review.
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 share holdersfor 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.