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TCI Industries Ltd.

BSE: 532262 Sector: Others
NSE: N.A. ISIN Code: INE920B01019
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NSE 05:30 | 01 Jan TCI Industries Ltd
OPEN 661.00
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VOLUME 5
52-Week high 939.00
52-Week low 592.00
P/E
Mkt Cap.(Rs cr) 59
Buy Price 661.00
Buy Qty 19.00
Sell Price 690.00
Sell Qty 1.00
OPEN 661.00
CLOSE 661.00
VOLUME 5
52-Week high 939.00
52-Week low 592.00
P/E
Mkt Cap.(Rs cr) 59
Buy Price 661.00
Buy Qty 19.00
Sell Price 690.00
Sell Qty 1.00

TCI Industries Ltd. (TCIINDS) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Fifty Fourth Annual Report andAudited Financial Statements of your Company for the financial year ended March 31 2019.

FINANCIAL RESULTS

The summarized standalone results of your Company are given in the table below.

Particulars Financial Year ended Standalone
31/03/2019 31/03/2018*
Total Income 212.60 187.01
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (12.19) (14.87)
Finance Cost 7.98 -
Depreciation 19.10 10.01
Net Profit/(Loss) Before Tax (39.27) (24.88)
Tax Expense - -
Net Profit/(Loss) After Tax (39.27) (24.88)
Profit/(Loss) brought forward from previous year (2568.14) (2543.26)
Profit/(Loss) carried forward to Balance Sheet (2607.41) (2568.14)

*previous year figures have been regrouped/rearranged wherever necessary.

PERFORMANCE REVIEW

During the financial year under review your Company's revenue increased by 13.68% toRs. 212.60 lakhs as compared to revenue of Rs. 187.01 lakhs in the previous financialyear which was mainly on account of revenue from Services income increasing from Rs.177.37 lakhs to Rs. 201.60 lakhs. The Company suffered a net loss of Rs. 39.27 lakhsagainst a net loss of Rs. 24.88 lakhs during the previous financial year. The loss duringthe current financial year is higher compared to that of previous year which is primarilyon account of increase in various expenses such as legal & professional fees rates& taxes repairs & maintenance and depreciation charges.

COMPANY'S PROPERTY AT COLABA – MUMBAI

The SLP filed by the Company in the Hon'ble Supreme Court of India challenging theorder of the Bombay High Court in the matter of refusal by Municipal Corporation ofGreater Mumbai to the plans submitted by the company on the main ground of objectionraised by Indian Navy was listed during the year for hearing before the court. Howeverit did not reach for the hearing. It is expected that the Company's SLP may be listed innear future for final hearing.

OUTLOOK

The management is making every possible effort to increase the revenue from services byupgrading the infrastructure from time to time at substantial investment and by reachingout to new segments & at the same time with a focus on the existing customer segments.As a result the Company could achieve higher revenue as compared to the previous financialyear's revenue.

The Management is confident that the above continuous efforts will result in furtherincrease in revenue and positively looking forward to start earning profits in nearfuture.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year endedMarch 31 2019.

DIVIDEND

In view of losses suffered by the Company your Directors do not recommend any dividendfor the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals which may impact the going concern status and company's operations in future.

DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding onthe date of the Balance Sheet.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theadequacy and completeness of accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013.

The Internal Financial Controls commensurate with the size and nature of business ofthe Company. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed. The Company has appointed M/s.Gokhale & Sathe Chartered Accountants Mumbai as Internal Auditors to carry theinternal audit. The Internal Auditors' Reports are regularly reviewed by the SeniorManagement and the Audit Committee of the Board for its implementation and effectiveness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the applicable provisions of the Companies Act 2013 and theArticles of Association of the Company Shri Mahendra Agarwal Shri Vikas Agarwal and ShriAshish Agarwal Directors of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for re-appointment. The Boardrecommends their re-appointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee in their Meeting held on February 13 2019 re-appointed Shri Sunil K. Warerkaras Whole-time Director designated as 'Executive Director' of the Company for a furtherperiod of 3 (three) years with effect from April 01 2019 subject to approval of members.

Brief Resume of the Directors nature of expertise in specific functional areas namesof other listed companies in which the Directorship is held and the membership of theCommittees of the Board and their shareholdings in the Company are given in Notice for theensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the loss ofthe Company for the year ended on that date;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts on a going concern basis; (e) theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and (f)the Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORTS

Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules madethereunder M/s. V. Singhi & Associates Chartered Accountants registered with theInstitute of Chartered Accountants of India under Firm registration no. 311017E wereappointed as the Statutory Auditors of the Company for a term of 5 (five) consecutiveyears starting from the conclusion of 52nd Annual General Meeting held onAugust 01 2017 (subject to ratification of their appointment by the members at every AGMheld after this AGM). The Company has received a confirmation from the said Auditors thatthey are not disqualified from continuing as Auditors of the Company.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 07 2018amending Section 139 of the Companies Act 2013 and the Rules framed thereunder themandatory requirement for ratification of appointment of Auditors by the Members at everyAnnual General Meeting ("AGM") has been omitted and hence the Company is notplacing a resolution relating to ratification of appointment of Auditors for approval ofMembers at the ensuing AGM.

The Report given by M/s. V. Singhi & Associates Chartered Accountants on thefinancial statements of the Company is a part of the Annual Report. The notes on thefinancial statement referred to in the Auditors Report are self-explanatory and do notcall for any further comments. There has been no qualification reservation or adverseremark or disclaimer in their Report.

Secretarial Auditors

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 hasappointed M/s. Chandanbala Jain & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith marked as Annexure 1 to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances committed in the Company by its Officers or Employees to the AuditCommittee under Section 143(12) of the Companies Act 2013 details of which needs to bementioned in this Report.

Implementation of Scheme namely TCIIL Conversion of Shares in Physical Form to DematScheme-2016

The Company pursuant to the members approval accorded at the 51st AnnualGeneral Meeting held on August 02 2016 introduced the Scheme namely "TCIILConversion of Shares in Physical Form to Demat Scheme-2016" ("theScheme") during the financial year 2016-17 to mitigate the difficulty that maybe experienced by the shareholders of the Company holding shares in physical form inconverting the shares in demat and/or selling their shares in physical form on the StockMarket and to alleviate such hardships that may be caused to them.

The Scheme has received participation from very few physical shareholders till theextended validity of the Scheme till March 31 2019. The Company has processed all theapplications received under the said Scheme through the TCIIL Demat Trust created for thatpurpose as per the terms and conditions laid down under the Scheme.

Pursuant to the amendment made to Reg. 40 of the SEBI (Listing Regulations andDisclosure Requirements) 2015 from April 01 2019 except in case of transmission ortransposition of securities requests for effecting transfer of securities shall not beprocessed unless the securities are held in the dematerialized form with the depository.Consequent to the said amendment w.e.f. April 01 2019 it has become non-feasible tocontinue the Scheme beyond March 31 2019 as the Company cannot process the application(s)under the scheme as the physical shares will not be transferred to the trustees of thetrust created for the purpose of implementation of Scheme. Accordingly the Board ofDirectors have decided not to extend the Scheme after March 31 2019.

In view of the amendment mentioned above all the shareholders holding shares inphysical form are hereby requested to convert their physical shareholding into electronicform to trade in the securities of the Company in market.

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2018-19.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2018-19.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2018-19.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2018-19.

E) Issue of preference shares

During the year under review the Share Allotment Committee of the Board of Directorsof the Company has issued and allotted 28159 nos. of 0% Non-Convertible RedeemablePreference Shares (NCRPS) of Face Value Rs. 100/- (Rupees One Hundred only) each at anissue price of Rs. 400/-(Rupees Four Hundred only) each including premium of Rs. 300/-(Rupees Three Hundred only) each to the Promoters and Promoter Group Companies as detailedbelow: a. During the year under review 26909 nos. of NCRPS allotted pursuant to theMembers approval accorded by passing Special Resolution through Postal Ballot held onOctober 30 2017 for issue of upto 125000 nos. of 0% Non-Convertible RedeemablePreference Shares of Face Value Rs. 100/-each at an issue price of Rs. 400/- eachincluding premium of Rs. 300/- each to the Promoters and Promoter Group Companies forCash.

Accordingly pursuant to the aforesaid approval the Share Allotment Committee of theBoard of Directors during the offer period from 30.10.2017 to 29.10.2018 issued andallotted total 48846 nos. of NCRPS out of 125000 nos. of NCRPS to the Promoters andPromoter Group Companies for cash. The below are the objects of the issue as mentioned inthe explanatory statement to the Postal Ballot Notice dated September 05 2017:

i. To meet working capital requirements of the Company; and

ii. General corporate purpose including repayment of loans.

The proceeds of the issue have/had been utilised towards the aforesaid objects of theissue.

b. 1250 nos. of NCRPS allotted pursuant to the Members approval accorded by passingSpecial Resolution through Postal Ballot held on January 03 2019 for issue of upto171929 nos. of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/-each at an issue price of Rs. 400/-each including premium of Rs. 300/- each to thePromoters and Promoter Group Companies for Cash.

The below are the objects of the issue as mentioned in the explanatory statement to thePostal Ballot Notice dated November 09 2018:

i. To meet working capital requirements of the Company; and

ii. General corporate purpose including repayment and/or conversion of unsecured loans.

The proceeds of the issue have been/will be utilised towards the objects of the issueas mentioned in the explanatory statement to the Postal Ballot Notice dated November 092018.

The said NCRPS are redeemable at premium of 18% [simple] p.a. on the issue price i.e.Rs. 400/-per share in accordance with the relevant provisions of the Companies Act 2013out of profits available for distributions as dividend and/or by issue of fresh shares inone or more tranches at the option of the Company. The said NCRPS are redeemable withinthe maximum permissible time period under the provisions of Section 55 of the CompaniesAct 2013 which periods is presently 20 years from the date of issue of NCRPS or suchother extended period which may be provided by any subsequent modification or amendment tothe Companies Act 2013 OR on an earlier date only at the discretion of the Company.

Further as the Company allotted Non-Convertible Redeemable Preference Shares there isno change in the paid-up equity share capital of the Company. The said shares shall not beconvertible into equity shares and the same shall not be listed with any Stock Exchange.

There is no deviation or variation in the utilisation of proceeds of the said Issuesbetween projected utilisation of funds made by the Company as mentioned aforesaid and theactual utilisation of funds.

F) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own sharesby employees or by trustees for the benefit of employees.

During the year under review as a result of issue of 28159 numbers of 0%Non-Convertible Redeemable Preference Shares the issued subscribed and paid up sharecapital of your Company increased to Rs. 71900010/- comprising of 896791 Equityshares of Rs. 10/- each and 629321 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in prescribed form MGT- 9 is annexed hereto as Annexure2 to this Report.

The extract of the annual return of the Company has also been placed on the website ofthe Company and can be accessed at the link: http://www.tciil.in/tciil-investor-relations/tciil-downloads

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2019 the Company had no subsidiary joint ventures and associatecompanies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure3 to the Board's Report.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

There were no loans given investments made guarantees given or securities provided bythe Company covered under Section 186 of the Companies Act 2013.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director to the median remunerationof the employees and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sl. No. Name of Director/KMP and Designation Ratio of remuneration of each Director to the median remuneration of employees % increase in Remuneration in the financial year 2018-19
1 Shri Ravi Shanker Jhunjhunwala Chairman & Independent Director ** **
2 Shri Dharmpal Agarwal Non-Executive Director Not Applicable NIL
3 Shri Mahendra Agarwal Non-Executive Director Not Applicable NIL
4 Dr. Ashok Kumar Agarwal Non-Executive Director Not Applicable NIL
5 Shri Vikas Agarwal Non-Executive Director Not Applicable NIL
6 Shri Siddhartha Agarwal Non-Executive Director Not Applicable NIL
7 Shri Ashish Agarwal Non-Executive Director Not Applicable NIL
8 Shri Utsav Agarwal Non-Executive Director Not Applicable NIL
9 Shri Siddharth Mehta Independent Director ** **
10 Smt. Anuradha Bhalla Independent Director ** **
11 Shri Sahir S. Patel Independent Director ** **
12 Shri Sunil K. Warerkar Executive Director 3.91:1 0.001
13 Shri Amit A. Chavan Asst. Company Secretary & CFO 0.72:1 26.29

**Independent Directors are paid remuneration only by way of sitting fees for attendingBoard/Committee Meetings. Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2018-19was Rs. 847124/-.

ii) Median remuneration of employees of the Company during the financial year 2017-18was Rs. 670794/-. In the financial year there was an increase of 26.29% in the medianremuneration of employees due to increments granted.

iii) There were 5 confirmed employees on the rolls of the Company as on March 31 2019.

iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out of thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees. B) Details of top tenemployees in terms of remuneration drawn and other employees of the Company as requiredpursuant to rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014: During the year under consideration none of the employees of thecompany was in receipt of remuneration in excess of limits prescribed under rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 henceparticulars as required under rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company the disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are not required to bemade.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year with a maximum time gap of120 days between two Board Meetings. During the financial year 2018-19 the Board met 4(four) times i.e. on May 25 2018 August 02 2018 November 09 2018 and February 132019. The below table gives the details of the attendance of the Directors at the Boardmeetings held during the year and at the previous Annual General Meeting (AGM) held onAugust 02 2018:

Name Designation Attendance Particulars
Board Meetings Last AGM
Shri Ravi Shanker Jhunjhunwala Chairman & Independent Director 4 Yes
Shri Dharmpal Agarwal Non-Executive Director 2 Yes
Shri Mahendra Agarwal Non-Executive Director 3 No
Dr. Ashok Kumar Agarwal Non-Executive Director 1 No
Shri Vikas Agarwal Non-Executive Director 2 No
Shri Siddhartha Agarwal Non-Executive Director 3 No
Shri Ashish Agarwal Non-Executive Director 2 No
Shri Utsav Agarwal Non-Executive Director 1 No
Shri Siddharth Mehta Independent Director 3 No
Smt. Anuradha Bhalla Independent Director 1 No
Shri Sahir S. Patel Independent Director 2 No
Shri Sunil K. Warerkar Executive Director 4 Yes

Committees of Board:

The details of composition of the Committees of the Board of Directors meetings of theCommittees and the attendance of the Committee Members are as under:

a. Audit Committee

During the financial year 2018-19 the Audit Committee met 4 (Four) Times i.e. on May25 2018 July 27 2018 November 09 2018 and February 13 2019. The below table givesthe composition and attendance record of the Audit Committee:

Sl. No. Name Position Number of meetings during the financial year
Held Attended
1. Shri Siddharth Mehta Chairman 4 4
2. Shri Ravi Shanker Jhunjhunwala Member 4 4
3. Shri Vikas Agarwal Member 4 3
4. Shri Sahir S. Patel* Member 4 1*

*Inducted as a Member of the Committee w.e.f. November 09 2018.

b. Stakeholders' Relationship Committee

During the financial year 2018-19 the Stakeholders' Relationship Committee met 3(Three) Times i.e. on July 30 2018 November 09 2018 and February 13 2019. The belowtable gives the composition and attendance record of the Stakeholders' RelationshipCommittee:

Sl. No. Name Position Number of meetings during the financial year
Held Attended
1. Dr. Ashok Kumar Agarwal Chairman 3 2
2. Shri Ashish Agarwal Member 3 2
3. Shri Sunil K. Warerkar Member 3 3

c. Nomination and Remuneration Committee

During the financial year 2018-19 the Nomination and Remuneration Committee met 2(Two) Times i.e. on May 25 2018 and February 13 2019. The below table gives thecomposition and attendance record of the Nomination and Remuneration Committee:

Sl. No. Name Position Number of meetings during the financial year
Held Attended
1. Shri Siddharth Mehta Chairman 2 2
2. Shri Ravi Shanker Jhunjhunwala Member 2 2
3 Shri Mahendra Agarwal Member 2 2

d. Risk Management Committee

During the financial year 2018-19 the Risk Management Committee met once on February12 2019. The below table gives the composition and attendance record of the RiskManagement Committee:

Sl. No. Name Position Number of meetings during the financial year
Held Attended
1. Shri Sunil K. Warerkar Chairman 1 1
2. Shri Vikas Agarwal Member 1 1
3. Shri Ashish Agarwal Member 1 1

e. Share Allotment Committee

During the financial year 2018-19 the Committee met 12 (Twelve) times mainly to issue& allot 0% Non-Convertible Redeemable Preference Shares i.e. on April 06 2018 April30 2018 May 03 2018 July 23 2018 July 27 2018 August 23 2018 September 06 2018September 11 2018 September 20 2018 October 01 2018 October 26 2018 and February13 2019. The below table gives the composition and attendance record of the ShareAllotment Committee:

Sl. No. Name Position Number of meetings during the financial year
Held Attended
1. Shri Ravi Shanker Jhunjhunwala Chairman 12 11
2. Shri Siddharth Mehta Member 12 07
3. Shri Vikas Agarwal Member 12 12

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act 2013 theRules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower policy to enable the Directorsemployees and all the stakeholders of the Company to report genuine concerns to providefor adequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil System) of the Company may be accessed on its websiteat the link: http:// www.tciil.in/file-basket/Whistle-Blower-Policy-1458742359.pdf

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. The Company has constituted the Internal Complaint Committee to consider andresolve all sexual harassment complaints. During the year under review no cases of sexualharassment against women employees at any of its work place were filed under Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 had adopted by the Board and can be accessed on the Company's website at thelink: http://www.tciil.in/file-basket/ Nomination-&-Remuneration-Policy-1458742293.PDF

We affirm that the remuneration paid to the directors is as per the terms laid out inthe nomination and remuneration policy of the Company.

RISK MANAGEMENT

In terms of the requirement of the Act the Company has developed and implemented theRisk Management system whereby a Risk Management Committee has been constituted to managemonitor and report on the principal risks and uncertainties that can impact the ability toachieve the Company's strategic objectives. The Committee periodically briefs the Board onvarious issues along with its suggestions/ recommendations based on which the Board takesdecisions.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

Shri Ravi Shanker Jhunjhunwala Shri Siddharth Mehta Smt. Anuradha Bhalla and ShriSahir S. Patel are

Independent Directors on the Board of your Company. In the opinion of the Board and asconfirmed by these Directors they meet the criteria as mentioned under Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 149(6) of the Companies Act 2013.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.

COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company for the FY2018-19.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthis report relates and the date of the report except as otherwise if any mentioned inthis Director's Report.

There had been no changes in the nature of company's business. To the best ofinformation and assessment there has been no material changes occurred during thefinancial year generally in the classes of business in which the company has an interestexcept as otherwise mentioned in this Directors' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Also the provisions of the Investor Education Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation of the trustand confidence reposed by you in the Company and all others who are connected with theCompany in any manner.

For and on behalf of the Board
Ravi Shanker Jhunjhunwala
Place : Mumbai Chairman & Independent Director
Date : May 18 2019 DIN: 00231379