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Transport Corporation of India Ltd.

BSE: 532349 Sector: Others
NSE: TCI ISIN Code: INE688A01022
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OPEN 803.85
PREVIOUS CLOSE 788.70
VOLUME 26142
52-Week high 858.00
52-Week low 422.55
P/E 20.71
Mkt Cap.(Rs cr) 6,121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 803.85
CLOSE 788.70
VOLUME 26142
52-Week high 858.00
52-Week low 422.55
P/E 20.71
Mkt Cap.(Rs cr) 6,121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Transport Corporation of India Ltd. (TCI) - Director Report

Company director report

To

The Members

Transport Corporation of India Ltd.

Your Directors have immense pleasure in presenting the Twenty-SeventhAnnual Report of Transport Corporation of India Ltd. (the "Company") togetherwith the Audited Financial Statements for the Financial Year (FY) ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS- STANDALONE & CONSOLIDATED

(Rs in Lakhs)

Particulars Standalone Consolidated
FY 2021-22 FY 2020-21 (% Growth) FY 2021-22 FY 2020-21 (% Growth)
Total Revenues 293570 248718 18.03 327659 282786 15.87
Profit before tax 30309 15620 94.04 33047 17425 89.65
Tax 3566 2143 66.40 3765 2383 57.99
Profit after tax 26743 13477 98.43 29282 15042 94.67
EPS (Basic) (in Rs) 34.63 17.52 97.66 37.50 19.12 96.13
EPS (Diluted) (in Rs) 34.48 17.47 97.37 37.34 19.07 95.80

1 FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

On a consolidated basis the revenues were at Rs 327659 Lakhs ascompared to Rs 282786 Lakhs in the previous year with a growth of 15.87% while the profitafter tax stood at Rs 29282 Lakhs as compared to Rs 15042 Lakhs in the previous yearresulting in growth of 94.67%.

On a standalone basis the revenues were at Rs 293570 Lakhs ascompared to Rs 248718 Lakhs in the previous year with a growth of 18.03% while the profitafter tax stood at Rs 26743 Lakhs as compared to Rs 13477 Lakhs in the previous yearwith an increase of 98.43%.

2. CHANGE IN CAPITAL STRUCTURE

During the year under review 228175 Equity Shares were allotted tothe eligible employees upon exercise of stock options. Consequently the paid up sharecapital stood increased from Rs 154199500 divided into 77099750 shares of Rs 2/- eachto Rs 154655850 divided into 77327925 shares of Rs 2/- each.

These shares rank pari passu with the existing Equity Shares of theCompany in all respects. The Company has not issued any Equity Share with differentialrights sweat Equity Shares or bonus shares during the year under review.

3. DIVIDEND

Based on the Company's performance the Board has recommended a Finaldividend @ 100% (Rs 2/- per share) for the FY 2021-22 subject to the approval ofShareholders in the ensuing Annual General Meeting (AGM).

This is in addition to interim dividends declared during the year astabulated below:

Dividend Type % of Dividend Dividend per share (in Rs) Date of Declaration
1st Interim Dividend 100 2.00 28th October 2021
2nd Interim Dividend 100 2.00 27th January 2022

The dividend so recommended/declared is in line with the DividendPolicy of the Company which is available on the Company's website at the link:http://cdn.tcil.in/ website/tcil/policies/Dividend%20Distribution%20Policy. pdf.

4. TRANSFER TO RESERVES

For FY 2021-22 Rs7000 Lakhs were transferred to general reserves.

5. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis report.

6. MATERIAL CHANGES IN NATURE OF BUSINESS

During the year under review there was no change in the nature ofCompany's business.

7. TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF

The details of unpaid or unclaimed dividend(s) & shares transferredto IEPF during the year pursuant to the applicable provisions of the Companies Act 2013(the Act) read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years areprovided in the Corporate Governance Report forming part of this Annual Report.

8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 11 subsidiaries including step down subsidiaries 01Joint Venture and 01 Associate Company. During the year TCI-CONCOR Multimodal SolutionsPvt. Ltd. (TCI-CONCOR) one of the subsidiaries of the Company was material as definedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations) and the Company's policy onmaterial subsidiary.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiaries inForm AOC-1 forms part to the financial statements of the Company.

The audited financial statement including the consolidated financialstatement of the Company and annual accounts of the subsidiaries are available on thewebsite of the Company www.tcil.com. Any shareholder interested in obtaining copy of thesame may write to the Company Secretary by email at secretarial@tcil.com.

The Company has formulated a Policy for determining MaterialSubsidiaries. The Policy is available on the Company's website at the link:http://cdn.tcil.in/website/tcil/policies/Policv%20on%20Material%20Subsidiarv%2004.08.2021.pdf.

9. DETAILS OF LOANS/GUARANTEES/ INVESTMENTS MADE

The details of loans guarantees and investments covered under Section186 of the Act form part of the Notes to the financial statements and are provided in thisAnnual Report.

10. DEPOSITS

During the year under review you r Company has not accepted anydeposit within the meaning of section 73 of the Act.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year all contracts / arrangements / transactions entered bythe Company with related parties were in the ordinary course of business and on arm'slength basis.

There were no transactions during the year under review attracting theprovisions of section 188(1) of the Act. Hence information in Form AOC-2 is notapplicable.

Further during the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.The Policy on Materiality of Related Party Transactions and on dealing with Related PartyTransactions as approved by the Audit Committee and the Board of Directors is put up onthe Company's website at the link: http://cdn.tcil.in/website/tcil/policies/Related%20partv%20transaction%20policv%20 2021-22.pdf

12. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI ListingRegulations the Management discussion and Analysis is set out & forms part of theAnnual Report.

13. CORPORATE GOVERNANCE REPORT (CGR)

The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by SEBI. TheCompany has also implemented several best governance practices. The report on CorporateGovernance as stipulated under the SEBI Listing Regulation forms part of this AnnualReport.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As part of our sustainability journey during the financial year2021-22 the Company has taken steps to implement the framework on Environmental Socialand Governance (ESG). At TCI it was a collective decision to adopt the BRSR ahead ofschedule for FY 2021-22 itself. We remain committed towards deepening our engagement withour stakeholders as we strive towards serving the needs of the environment society aswell as our customers

The BRSR indicates the Company's performance against the principles ofthe 'National Guidelines on Responsible Business Conduct' and its forming part of theAnnual Report

15. ANNUAL RETURN

In accordance with Section 92(3) of the Act the annual return in FormNo. MGT-7 is available on the Company's website at the link:https://cdn.tcil.in/website/tcil/financial-reports/ annual-reports/2021-2022/AnnualReturn.pdf

16. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the FY2021-22 and of the profits of the Company for that period;

c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and

f. adequate systems and processes commensurate with the size of theCompany and the nature of its business have been put in place by the Company to ensurecompliance with the provisions of all applicable laws and that such systems and processesare operating effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

• Appointment and Reappointments

Mr. Ashish Bharat Ram ceased to be Director of the Company postcompletion of his two tenures as Independent Director effective from the conclusion of the26th AGM of the Company. Based upon the recommendations of theCompensation/Nomination and Remuneration Committee Mr. Vikrampati Sighania was appointedas an Additional Director in the capacity of Non-Executive Independent Director w.e.f. 5thJuly 2021 by the Board of Directors for a period of five years to fill the vacancyarising out of above cessation. The shareholders in AGM held on 3rd August2021 had approved the appointment of Mr. Vikrampati Sighania. The Independent Directors ofthe Company have confirmed that they have enrolled themselves in the IndependentDirectors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') interms of Section 150 of the Act read with Rule 6 of the Companies (Appointment &Qualification of Directors) Rules 2014 as amended. They are exempt from the requirementto undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors areprovided separately in the CGR.

Further as per the provisions of Section 152 of the Act Mr. ChanderAgarwal and Ms. Urmila Agarwal are retiring by rotation and being eligible offerthemselves for re-appointment. A resolution seeking approval of the members forre-appointment and their brief resume along with other details as stipulated under theSEBI Listing Regulations form part of the Notice of the AGM. • Confirmation withrespect to KMPs

As on 31st March 2022 following are the KMPs of theCompany:

- Mr. D P Agarwal Chairman & Managing Director;

- Mr. Vineet Agarwal Managing Director;

- Mr. Jasjit Singh Sethi CEO-TCI Supply Chain Solutions a Division ofthe Company;

- Mr. Ishwar Singh Sigar CEO-TCI Freight a Division of the Company;

- Mr. R U Singh CEO-TCI Seaways a Division of the Company;

- Mr. Ashish Tiwari- Group CFO; &

- Ms. Archana Pandey- Company Secretary & Compliance Officer.

18. NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board were held during the year under review. Fordetails of meetings of the Board please refer CGR forming part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theAct.

19. MEETING OF INDEPENDENT DIRECTORS

One separate meeting of the Independent Directors was held during theyear under review. For details of meeting please refer CGR forming part of this AnnualReport.

20. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that each of them meets the criteria of independenceas provided in Act and the SEBI Listing Regulations. There has been no change in thecircumstances affecting their status as Independent Directors of the Company. Based on thedeclaration received from all the Independent Directors and in the opinion of the Boardall Independent Directors possess integrity expertise experience & proficiency andare independent of the management.

During the year under review none of the Non-Executive Directors ofthe Company has had any pecuniary relationship or transactions with the Company otherthan sitting fees or commission.

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a Director and other matters as mandated under Section 178 of the Act is available onthe Company's website at the link: http://cdn.tcil.in/website/tcil/policies/Nomination%20and%20 Remuneration%20Policy.pdf. The briefparticulars are given in the CGR forming part of the Annual Report.

The new Independent Directors inducted into the Board attend anorientation and training program. The details with respect to training and familiarizationprograms can be accessed at: http://cdn.tcil.in/website/tcil/corporate- governance/familarisation-programme-of-independent- directors/ Familiarisation %20Programme%20for%20 Independent Directors.pdf

22. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Compensation/Nomination & Remuneration Committee has defined the evaluationcriteria and procedure for the Performance Evaluation process for the Board itsCommittees and Directors.

ln a separate meeting the Independent Directors evaluated theperformance of Non-Independent Directors performance of the Board as a whole and theCommittees of the Board. They also evaluated the performance of the Chairperson takinginto account the views of Executive Directors and Non-Executive Directors. The same wasdiscussed in the Board Meeting that followed the meeting of the Independent Directors atwhich the feedback received from the Directors on the performance of the Board and itsCommittees was also discussed.

23. COMMITTEES OF THE BOARD

As on 31st March 2022 the Board of Directors hasconstituted the Audit Committee the Risk Management Committee the StakeholdersRelationship Committee the Compensation/ Nomination & Remuneration Committee theCorporate Social Responsibility Committee the Share Transfer Committee the Corporate& Restructuring Committee & the Executive Authorization Committee.

The details on the composition of the Board and its committees areprovided in the CGR.

24. AUDITORS AND AUDITORS' REPORT

• Statutory Auditors

Pursuant to Section 139 of the Act M/s. Brahmayya & Co. CharteredAccountants (Firm Registration No. 000511S) were appointed as Auditors of the Company fora term of 5 (five) consecutive years at the 22nd AGM held on 2ndAugust 2017 till the conclusion of 27th AGM. The above term of 5 years isexpiring upon conclusion of ensuing AGM.

Accordingly based on the recommendations of the Audit Committee theBoard of Directors has recommended the re-appointment of M/s. Brahmayya & Co. asStatutory Auditors of the Company for a 2nd term of 5 consecutive years tohold office from the conclusion of 27th AGM till the conclusion of 32ndAGM to be held in the calendar year 2027.

M/s. Brahmayya & Co. have confirmed their willingness andeligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for reappointment.

The Statutory Auditors' Report for FY 2021-22 does not contain anyqualification reservation or adverse remark.

• Secretarial Audit

The Secretarial Audit of the Company was carried out by M/s. VinodKothari & Company Practicing Company Secretaries for the FY 2021-22. The Reportgiven by the Secretarial Auditors is annexed as Annexure I and forms an integral part ofthis Report. The Secretarial Audit Report is self-explanatory and does not call for anyfurther comments. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.

The Secretarial Audit of TCI-CONCOR the material subsidiary of theCompany was conducted by M/s. Sanjeev Bhatia & Associates Practicing CompanySecretaries and their report did not contain any qualification reservation or adverseremark or disclaimer. The Secretarial Audit Report of TCI-CONCOR forms part of this reportas Annexure I(A) as per requirements of the SEBI Listing Regulations.

During the year under review under Section 143 (12) of the Actneither the statutory auditors nor the secretarial auditors have reported to the AuditCommittee any instances of material fraud committed against the Company by its officersor employees the details of which need to be mentioned in the Board's Report.

• Internal Audit

Pursuant to Section 138 of the Act & rules made thereunder Mr.Naveen Gupta a qualified Chartered Accountant in whole time employment of the Companyacts as Chief Internal Auditor of the Company.

• Cost Audit & Records

The Company is required to maintain cost records of its Energy Divisionas specified by the Central Government under Section 148(1) of the Act. Accordingly theCompany has been maintaining the requisite records. The Company does not falls under theStatutory limit under Section 148 of the Act for conducting Cost Audit.

25. LISTING INFORMATION

The Equity Shares of the Company are listed on the BSE Ltd. ('BSE') andthe National Stock Exchange of India Ltd. ('NSE').

As on 31st March 2022 there are no Commercial Papersissued by the Company that are listed on any Stock Exchange.

26. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards('SS') issued by the Institute of Company Secretaries of India.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company primarily undertakes social initiatives through its CSR arm"TCI Foundation" in the areas of Healthcare Education Sports CommunityDevelopment and Disaster Management etc.

As per the Companies (CSR Policy) Amendment Rules 2021 notified on 22ndJanuary 2021 by the Ministry of Corporate Affairs TCI Foundation has duly beenregistered for undertaking CSR activities with Registration number CSR00000298.

The Company's CSR policy is available at http://cdn.tcil.in/website/tcil/policies/CSR%20POLICY%2025%20MAY%20 2021.pdf. The Annual Report on CSRactivities is appended under Annexure-II to the Board's Report.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the natureof its business the size and complexity of its operations and such internal financialcontrols with reference to the Financial Statements are adequate. The Company hasimplemented robust processes to ensure that all internal financial controls are workingeffectively.

The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which forms part of this AnnualReport.

29. SIGNIFICANT AND MATERIAL ORDERS

During the period under review there were no significant and materialorders passed by the regulators or courts or tribunals impacting the going concern statusand the Company's operations in future.

30. HUMAN RESOURCE DEVELOPMENT

With COVID-19 everything seems to have undergone a paradigm shift. Wehad to alter the way we operated lived and even breathed. During this pandemic theCompany ensured daily monitoring of health & safety of all employees as well asoutsourced workers.

At a very fast pace the Company adopted tech-driven solutions tovariety of problems faced during this period. This in turn has helped in enhancedbusiness productivity & increased workforce effectiveness.

The Company have developed state of the art training studio to impartexperiential learning. Mini training centers with touchscreen monitors were built across34 locations for a better user experience. During the pandemic the Company continuouslyfocused on providing quality training through virtual platforms as well as in hybrid &offline mode.

To further strengthen the alignment of learning & developmentprocesses with the business strategies & individual needs the Company has startedperiodic competence assessment for all employees to identify their skill gaps &conducted customized interventions.

31. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act is given underAnnexure III to this Report.

The statement as required under Section 197(12) of the Act & rulesmade thereunder is provided in a separate annexure forming part of this report. Furtherthe report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection andany shareholder interested in obtaining a copy of the same may write to the CompanySecretary.

32. EMPLOYEE STOCK OPTION PLAN (ESOP)

During the year under review pursuant to ESOP-2017 1st TrancheESOP-2017 2nd Tranche and ESOP-2017 3rd Tranche 228175 EquityShares were allotted to the eligible employees of the Company.

With regard to the above the disclosures stipulated under the SEBIRegulations as on 31st March 2022 are provided in Annexure-IV to this report.

33. RISK MANAGEMENT

The Risk Management Committee (the Committee) is tasked to identifyelements of risk in different areas of operations and to develop policy for actionsassociated to mitigate the risks.

The Committee reviews the risks applicable on the Company at regularintervals and the steps being taken by the Company to mitigate those risks. In the opinionof the Committee & the Board there are no such risks which may threaten theexistence of the Company. The Company has a robust Risk Management Policy which isreviewed from time to time.

The details of the Committee are included in the CGR.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace. This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act) and the Rules madethereunder. With the objective of providing a safe working environment all employees arecovered under this Policy.

As per the requirement of the POSH Act and Rules made thereunder theCompany has constituted an Internal Committee to inquire and redress complaints receivedregarding sexual harassment.

During the year under review no complaint was filed under the POSHAct.

35. WHISTLE BLOWER MECHANISM

Pursuant to Section 177(9) of the Act a vigil mechanism has beenestablished for Directors and employees to report to the management instances ofunethical actual or suspected fraud or violation of the Company's code of conduct orethics policy.

The Ethics and Whistle Blower Policy provides for direct access to theChairperson of the Audit Committee. The policy is available on the Company's website andcan be accessed at: http://cdn.tcil.in/website/tcil/policies/Ethics%20and%20Wisthle%20Blower%20Policy.pdf.

36. CONSERVATION OF ENERGY & RESEARCH AND DEVELOPMENT

The particulars as prescribed under Section 134(3)(m) of the Act &rules made thereunder are enclosed as Annexure V to the Board's Report.

37. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review no application was made/ proceedingpending against the Company under the Insolvency and Bankruptcy Code 2016.

38. VALUATION AT THE TIME OF ONE TIME SETTLEMENT

During the year under review the Company has not entered into any onetime settlement with any of the Banks/Financial Institutions and therefore the relevantdisclosures are not applicable to the Company.

39. ACKNOWLEDGEMENT

We gratefully acknowledge our stakeholders viz. customers vendorsinvestors bankers and employees for their continued support during the year and tobelieve and appreciate our "CORE" Value System. We place on record ourappreciation of the contribution made by our employees at all levels. Our consistentgrowth was made possible by their hard work solidarity cooperation and support.

The Board of Directors would also like to express their sincereappreciation for the assistance and co-operation received from various departments ofCentral and State Government Organizations and Agencies to the Company.

For and on behalf of Board of Directors
Place: Gurugram D P Agarwal
Date: 28th May 2022 Chairman and Managing Director

.