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TCI Industries Ltd.

BSE: 532262 Sector: Others
NSE: N.A. ISIN Code: INE920B01019
BSE 11:55 | 14 Jun 1201.90 52.10
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NSE 05:30 | 01 Jan TCI Industries Ltd
OPEN 1201.45
PREVIOUS CLOSE 1149.80
VOLUME 9
52-Week high 1201.90
52-Week low 378.00
P/E
Mkt Cap.(Rs cr) 108
Buy Price 1094.50
Buy Qty 2.00
Sell Price 1200.95
Sell Qty 1.00
OPEN 1201.45
CLOSE 1149.80
VOLUME 9
52-Week high 1201.90
52-Week low 378.00
P/E
Mkt Cap.(Rs cr) 108
Buy Price 1094.50
Buy Qty 2.00
Sell Price 1200.95
Sell Qty 1.00

TCI Industries Ltd. (TCIINDUSTRIES) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's Fifty Fifth Annual Reportand the Company's Audited Financial Statements for the financial year ended March 312020.

FINANCIAL RESULTS

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

(Rs. in lakhs)

Particulars

Financial Year ended

Standalone

31/03/2020 31/03/2019*
Total Income 241.20 212.60
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (9.98) (12.19)
Finance Cost 10.18 7.98
Depreciation 19.67 19.10
Net Profit/(Loss) Before Tax (39.83) (39.27)
Tax Expense - -
Net Profit/(Loss) After Tax (39.83) (39.27)
Profit/(Loss) brought forward from previous year (2607.41) (2568.14)
Profit/(Loss) carried forward to Balance Sheet (2647.24) (2607.41)

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

COVID-19

In the last month of financial year 2019-20 the COVID- 19 pandemic developed rapidlyinto a global crisis including our Country forcing the Central & State Governmentslock-downs w.e.f. March 24 2020 affecting all economic activities including that of ourCompany. As per the guidelines issued by the Maharashtra Government the Company hasresumed its office from June 8 2020. However the revenue generating operations i.e.rendering services by providing premises of the Company for film shooting TV serialsAdvertisements and for events etc. still remain closed due to the restrictions imposed bythe State Government on conduct of shootings of films/ TV serials etc. It is expected thatnormalcy in the working of the Company will be restored from the third quarter of thecurrent financial year.

MANAGEMENT DISCUSSION AND ANALYSIS Forward looking statements

Statements in this Management Discussion and Analysis of Financial Condition andResults of Operations of the Company describing the Company's objectives expectations orpredictions may be forward looking within the meaning of applicable securities laws andregulations. Forward looking statements are based on certain assumptions and expectationsof future events.

The Company cannot guarantee that these assumptions and expectations are accurate orwill be realised. The Company assumes no responsibility to publicly amend modify orrevise forward-looking statements on the basis of any subsequent developmentsinformation or events.

Performance Review

During the financial year under review your Company's revenue increased by 13.45% toRs. 241.20 lakhs as compared to revenue of Rs. 212.60 lakhs in the previous financialyear which was mainly on account of revenue from Services income increasing from Rs.201.60 lakhs to Rs. 228.88 lakhs. The Company suffered a net loss of Rs. 39.83 lakhsagainst a net loss of Rs. 39.27 lakhs during the previous financial year even thoughthere was an increase in the revenue. The loss during the current financial year isslightly higher compared to that of previous year which is primarily on account ofincrease in various expenses such as Employee benefit expenses Commission & Brokerageand other various corporate expenses.

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 final hearing before the SupremeCourt. However the matter could not be heard. Thereafter due to outbreak of COVID-19 andconsequent lockdown which affected the working of the Supreme Court the matter was notlisted for final hearing. It is expected that the Company's SLP may be listed again 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 previousfinancial year's revenue.

The Company has made initial assessment of the likely adverse impact on economicenvironment in general and operational and financial risks on account of COVID-19. Thecurrent financial year 2020-21 would be a challenging year for the Company as the COVID-19pandemic caused unprecedented economic disruption globally and in India in all types ofsectors/industries. The Company is engaged in the operations of rendering services byproviding premises of the Company for film shooting TV serials Advertisements and forevents etc. which involves large number of participants in such activities and the presentprevailing conditions the Company expects that the normalcy in its revenue generatingoperations will return from the 3rd quarter of the current year. The firstquarter of the current year had Nil revenue from such activity and the Company expectsthat the 2nd quarter of the current Financial Year also will not generaterevenue.

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 asInternal Auditors to carry the internal audit. The Internal Auditors' Reports areregularly reviewed by the Senior Management and the Audit Committee of the Board for itsimplementation and effectiveness.

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.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year endedMarch 312020.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the applicable provisions of the Companies Act 2013 and theArticles of Association of the Company Dr. Ashok Kumar Agarwal Shri Siddhartha Agarwaland Shri Utsav Agarwal Directors of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered themselves for reappointment. The Boardrecommends their reappointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee in their Meeting held on June 26 2020 recommended the re-appointments of ShriRavishanker Jhunjhunwala Chairman & Independent Director and Shri Siddharth MehtaIndependent Director of the Company for a second term of five consecutive yearscommencing from the conclusion of this Annual General Meeting or adjournment if anythereof up to the 60th Annual General Meeting of the Company to be held in2025 for the year ended Mach 31 2025 subject to approval of members in the ensuingAnnual General Meeting.

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.

Further during the year effective from May 18 2019 the designation of Mr. Amit A.Chavan has been changed from Asst. Company Secretary Compliance Officer & CFO toCompany Secretary Compliance Officer & CFO.

SHIFTING OF REGISTERED OFFICE ADDRESS

Pursuant to the approval granted by the Members at their 54th Annual GeneralMeeting held on July 29 2019 and Order dated December 23 2019 passed by the RegionalDirector South East Region Hyderabad the Board of Directors of the Company throughCirculation Resolution on January 27 2020 shifted the Registered Office of the Companyfrom “1-7-293 M. G. Road Secunderabad - 500 003 Telanagana” to “N. A.Sawant Marg Near Colaba Fire Brigade Colaba Mumbai - 400 005 Maharashtra”.

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 2020 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 312020 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) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable 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 012017 (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 selfexplanatory and do not callfor any further comments. There has been no qualification reservation or adverse remarkor 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 2019-20.

The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith 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” (“the Scheme”)during the financial year 2016-17 to mitigate the difficulty that may be experienced bythe shareholders of the Company holding shares in physical form in converting the sharesin demat and/or selling their shares in physical form on the Stock Market and to alleviatesuch hardships that may be caused to them.

The Scheme received participation from very few physical shareholders till the extendedvalidity of the Scheme till March 31 2019. The Company has processed all the applicationsreceived under the said Scheme through the TCIIL Demat Trust created for that purpose asper 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 012019 it has become non-feasible tocontinue the Scheme beyond March 312019 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 had decided not to extend the Scheme after March 31 2019 and the Company hasrevoked the TCIIL Demat Trust after completing all the necessary formalities.

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 2019-20.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2019-20.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2019-20.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2019-20.

E) Issue of preference shares

a. During the year under review pursuant to the Members approval accorded by passingSpecial Resolution through Postal Ballot on January 03 2019 the Share AllotmentCommittee of the Board of Directors of the Company has issued and allotted 13469 nos. of0% Non-Convertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- (RupeesOne Hundred only) each at an issue price of Rs. 400/- (Rupees Four Hundred only) eachincluding premium of Rs. 300/- (Rupees Three Hundred only) each to the Promoters andPromoter Group Companies for cash

Accordingly pursuant to the aforesaid approval the Share Allotment Committee of theBoard of Directors during the offer period from 03.01.2019 to 02.01.2020 has issued andallotted total 14719 nos. of NCRPS out of 179929 nos. of NCRPS to the Promoters andPromoter 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/had been utilised towards the aforesaid objects of theissue.

b. Upon expiry of validity of the above said issue the Company have accorded theMembers approval by passing Special Resolution through Postal Ballot on April 07 2020for issue of upto 157210 nos. of 0% Non-Convertible Redeemable Preference Shares of FaceValue Rs. 100/- each at an issue price of Rs. 400/- each including premium of Rs. 300/-each to the Promoters and Promoter Group Companies for Cash or in lieu of conversion ofunsecured loans received/ to be received from Promoter(s)/ Promoter Group Companies.

The below are the objects of the issue as mentioned in the explanatory statement to thePostal Ballot Notice dated February 05 2020:

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

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

The proceeds to be raised through issue of NCRPS will be utilised towards the objectsof the issue as mentioned in the explanatory statement to the Postal Ballot Notice datedFebruary 05 2020.

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 period 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 13469 numbers of 0%Non-Convertible Redeemable Preference Shares the issued subscribed and paid up sharecapital of your Company increased to Rs. 73246910/- comprising of 896791 Equityshares of Rs. 10/- each and 642790 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/file-basket/ANNUAL%20RETURN-2019-20.pdf

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 312020 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:

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 2019-20
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 5.49:1 59.40
13 Shri Amit A. Chavan Company Secretary Compliance Officer & CFO 0.68:1 6.96

**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 2019-20was Rs. 961139/-. The remuneration of the employees who worked for part of the year hasbeen annualized for the purpose of calculation of Median remuneration.

ii) Median remuneration of employees of the Company during the financial year 2018-19was Rs. 847124/-. In the financial year there was an increase of 13.46% in the medianremuneration of employees due to increments granted.

iii) There were 5 confirmed employees on the rolls of the Company as on 31st March2020.

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 ten employees in terms of remuneration drawn and other employees ofthe Company as required pursuant to rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 2019-20 the Board met 4(four) times i.e. on May 18 2019 July 29 2019 November 06 2019 and February 05 2020.

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 onJuly 29 2019:

Name Designation

Attendance Particulars

Board Meetings Last AGM
Shri Ravi Shanker Jhunjhunwala Chairman & Independent Director 3 Yes
Shri Dharmpal Agarwal Non-Executive Director 4 Yes
Shri Mahendra Agarwal Non-Executive Director 3 Yes
Dr. Ashok Kumar Agarwal Non-Executive Director 2 No
Shri Vikas Agarwal Non-Executive Director 3 No
Shri Siddhartha Agarwal Non-Executive Director 3 No
Shri Ashish Agarwal Non-Executive Director 2 No
Shri Utsav Agarwal Non-Executive Director 2 No
Shri Siddharth Mehta Independent Director 2 Yes
Smt. Anuradha Bhalla Independent Director 3 No
Shri Sahir S. Patel Independent Director 3 No
Shri Sunil K. Warerkar Executive Director 3 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 2019-20 the Audit Committee met 4 (Four) Times i.e. on May18 2019 July 29 2019 November 06 2019 and February 05 2020. The below table givesthe composition and attendance record of the Audit Committee:

. Name Position

Number of meetings during the financial year

Held Attended
1. Shri Siddharth Mehta Chairman 4 2
2. Shri Ravi Shanker Jhunjhunwala Member 4 3
3. Shri Sahir S. Patel Member 4 3
4. Shri Vikas Agarwal Member 4 3

b. Stakeholders' Relationship Committee

During the financial year 2019-20 the Stakeholders' Relationship Committee met 4(Four) Times i.e. on May 18 2019 July 17 2019 November 06 2019 and February 05 2020.The below table gives the composition and attendance record of the Stakeholders'Relationship Committee:

Name Position

Number of meetings during the financial year

Held Attended
1. Dr. Ashok Kumar Agarwal Chairman 4 3
2. Shri Ashish Agarwal Member 4 4
3. Shri Sunil K. Warerkar Member 4 3

c. Nomination and Remuneration Committee

During the financial year 2019-20 the Nomination and Remuneration Committee met onceon May 18 2019. The below table gives the composition and attendance record of theNomination and Remuneration Committee:

Name Position

Number of meetings during the financial year

Held Attended
1. Shri Siddharth Mehta Chairman 1 0
2. Shri Ravi Shanker Jhunjhunwala Member 1 1
3. Shri Mahendra Agarwal Member 1 1

d. Risk Management Committee

During the financial year 2019-20 the Risk Management Committee met once on January30 2020. The below table gives the composition and attendance record of the RiskManagement Committee:

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 0

e. Share Allotment Committee

During the financial year 2019-20 the Committee met 9 (Nine) times mainly to issue& allot 0% NonConvertible Redeemable Preference Shares i.e. on May 07 2019 May 132019 May 28 2019 June 03 2019 August 20 2019 September 12 2019 October 19 2019November 26 2019 and December 19 2019. The below table gives the composition andattendance record of the Share Allotment Committee:

Name Position

Number of meetings during the financial year

Held Attended
1. Shri Ravi Shanker Jhunjhunwala Chairman 9 9
2. Shri Siddharth Mehta Member 9 5
3. Shri Vikas Agarwal Member 9 9

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules 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-baskeVWhistle-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.

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 ofthe Board and as confirmed by these Directors they meet the criteria as mentioned underRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read 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 FY2019-20.

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
Chairman & Independent Director
DIN: 00231379
Place : Mumbai
Date : June 26 2020

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