Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of TCI Industries Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Company''s Sixtieth Annual Report and the Company''s Audited Financial Statements for the financial year ended March 31,2025.

FINANCIAL RESULTS

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

(Rs. in lakhs)
	Financial Year ended
Particulars	Standalone
	31.03.2025	31.03.2024*
Revenue from Operations	283.02	139.18
Other Income	13.15	37.55
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(184.89)	(76.21)
Finance Cost	15.90	7.33
Depreciation	23.24	20.33
Net Profit/(Loss) Before Tax	(224.03)	(103.87)
Tax Expense	-	-
Net Profit/(Loss) After Tax	(224.03)	(103.87)
Profit/(Loss) brought forward from previous year	(2964.34)	(2863.14)
Profit/(Loss) carried forward to Balance Sheet	(3182.81)	(2964.34)

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

MANAGEMENT DISCUSSION AND ANALYSIS Forward looking statements

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

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company assumes no responsibility to publicly amend,

modify or revise forward-looking statements, on the basis of any subsequent developments, information or events.

Performance Review

During the financial year ended March 31, 2025, the Company reported a significant improvement in its operational performance, with Revenue from Operations rising to Rs. 283.02 lakhs as compared to Rs. 139.18 lakhs in the previous year, reflecting a robust growth of approximately 103.30%. This growth highlights the Company''s continued efforts to scale its operations and expand its market reach.

However, despite the increase in revenue, the Net Loss widened to Rs. 224.03 lakhs, compared to Rs. 103.87 lakhs in the previous year. This was primarily due to a rise in expenses amounting to Rs. 236 lakhs, mainly repairs which were essential considering the condition of structures and to increase area for revenue generation as also in Employee Benefit expenses an amount of onetime lump sum amount payable at end of three years to the Executive Director of the Company. This exceeded the effect of the Rs. 143.84 lakhs increase in revenue.

The Company regularly keeps evaluating strategic and operational initiatives aimed at improving financial performance and enhancing overall efficiency.

Companyâs Property at Colaba - Mumbai

The SLP filed by the Company in the Hon''ble Supreme Court of India, challenging the order of the Honorable Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was listed on various dates during the year under review for final hearing before the Honorable Supreme Court. However, the matter did not reach for final hearing. It is expected that the Company''s SLP may get listed for final hearing in near future post the summer vacation of the Honorable Supreme Court.

As apprised in the last year''s Directors'' Report, in May 2021 due to cyclone Taukte part of the sea-retaining wall on south-east side of the Company property was severally damaged, which resulted in part of platform behind the sea retaining wall getting washed away and some structures also getting damaged. The said cyclone also washed away part of the sea retaining wall & platform on outside of west side of Company property, belonging to the Mumbai Port Trust (MbPT). This resulted in part of Company land getting eroded with ingress of sea water. The Company & MbPT had been exchanging letters for repairs of their

sea-retaining wall & platform which was damaged during earlier monsoons. However, as stated in last report, MbPT did not carry out required repairs and it had taken a stand that it will not carry out repairs/reconstruction of their sea-retaining wall/platform and that it has no objection to our Company carrying out the same at our cost.

As stated in the last report, the Hon''ble Supreme Court vide its order dated July 11,2022 permitted the Company to carry out repairs/reconstruction of damaged sea retaining wall/compound wall/platform at the Company''s cost. Subsequently, the Company obtained the necessary approval of MCGM after obtaining approvals from Maharashtra Coastal Zone Management Authority (MCZMA) and State Environment Impact Assessment Authority (SEIAA).

Since then the Company has successfully completed the repairs and reconstruction of the sea-retaining wall and platform on the south-east side, with the entire surface finished in concrete. This extensive work also included additional structural improvements to enhance the durability and safety of the infrastructure, reflecting the Company''s commitment to quality and precision.

Outlook

Over the last few years, the management has made significant efforts to increase revenue from services by upgrading infrastructure through substantial investments and reaching out to new customer segments while maintaining focus on the existing ones. Looking ahead, the Company plans to further improve its infrastructure and carry out necessary repairs and renovations to certain structures to attract a broader range of customer segments and enhance revenue potential.

The recently reconstructed and restored sea-retaining wall and platform has resulted in a sea abutting area attractive for various types of events in addition to film & Ad shoots, which is expected to generate additional revenue. Furthermore, major planned repairs and renovations of other structure are expected to create space which otherwise was unusable for revenue generating activities.

Given these developments and the ongoing efforts, the Company remains optimistic about achieving better results in the current year and the near future.

Internal Financial Controls

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the

safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors'' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

Risk Management

The Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

Human Resources

The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a work environment where continuous learning and development takes place to meet the changing demands and priorities of the business. The Company have 4 (four) permanent employees on roll.

Key Financial Ratios

SI. No.	Particulars	2024-25	2023-24
1.	Debtors Turnover	131.11	134.77
2.	Inventory Turnover	N.A.	N.A.
3.	Interest Coverage Ratio	(11.63)	(10.40)
4.	Current Ratio	0.45	0.64
5.	Debt Equity Ratio	0.18	0.07
6.	Operating Profit Margin	(0.62)	(0.43)
7.	Net Profit Margin	(0.76)	(0.59)
8.	Return on Net worth	(0.20)	(0.10)

Details of significant movement in key financial ratios

â¢ The current ratio declined to 0.45 in FY 2024-25 as against 0.64 in the previous year due to increase in short term borrowings.

â¢ The debt equity ratio increased to 0.18 in FY 2024-25 as against 0.07 in the previous year due to increase in short term borrowing.

â¢ The operating profit margin declined to (0.62) in FY 2024-25 as against (0.43) in the previous year primarily due to increase in losses during the year under review.

â¢ The net profit margin declined to (0.76) in FY 2024-25 as against (0.59) in the previous year due to increase in losses during the year under review.

â¢ The return on net worth declined to (0.20) in FY 2024-25 as against (0.10) in the previous year due to increase in losses during the year under review.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year ended March 31,2025.

DIVIDEND

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals 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 the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Resignation of Director

Shri Mahendra Agarwal, Non-Executive and NonIndependent Director of the Company, has resigned as a Director of the Company due to personal reasons, effective June 25, 2024. The Board expresses its deep appreciation for his invaluable service and meaningful contributions to the Company during his tenure, acknowledging the significant impact he has had on its growth and operations.

Re-appointment of Key Managerial Personnel

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Members, the Board of Directors of the Company in their Meeting held on January 15, 2025, has re-appointed Shri Sunil K. Warerkar as Whole-time Director, designated as âExecutive Director'' of the Company for a further period of 3 (three) years with effect from April 01,2025 till March 31, 2028.

Appointment of Independent Directors

The second term of five consecutive years for Shri Ravishanker Jhunjhunwala, Chairman and Independent Director, and Shri Siddharth Mehta, Independent Director, of the Company, is set to conclude at the ensuing Annual General Meeting. Following the conclusion of their terms, as per the provisions of Section 149 of the Companies Act, 2013, they will no longer be eligible to continue as Independent Directors of the Company.

To ensure continued adherence to high standards of corporate governance, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has appointed Shri Jagdish Chandra Sharma and Shri Sujan Sinha as Additional Directors of the Company in the capacity of Independent Directors with effect from May 09, 2025. In accordance with Section 161 of the Companies Act, 2013, they shall hold office up to the date of the ensuing 60^th Annual General Meeting and are eligible to be appointed as Independent Directors for a term of five consecutive years.

The Board of Directors has recommended the appointment of Shri Jagdish Chandra Sharma and Shri Sujan Sinha as Independent Directors for a term spanning from May 09, 2025, to May 08, 2030, subject to approval by the Members at the forthcoming Annual General Meeting.

The Company is confident that their wealth of experience and expertise will further bolster the Company''s governance framework and contribute significantly to its growth and success.

Directors Retiring by Rotation

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ashish Agarwal and Shri Utsav Agarwal, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting. Both Directors being eligible, have offered themselves for re-appointment and the Board recommends their re-appointment.

Brief Resume of Directors seeking Appointment/Re-appointment

The brief resume of the Directors seeking appointment/re-appointment, including their nature of expertise in specific functional areas, details of other listed companies in which they hold Directorships, memberships of the Committees of the Board, and their shareholdings in the Company, are provided in the Notice of the ensuing 60^th Annual General Meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that 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 all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORSâ REPORTS

Statutory Auditors and Auditorsâ Report

Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion of 57^thAnnual General Meeting held on August 10, 2022 till the conclusion of 62^nd Annual General Meeting to be held in the year 2027. The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. V. Singhi & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark 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 has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure 1, to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances committed in the Company by its Officers or Employees to the Audit Committee, as stipulated under Section 143(12) of the Companies Act, 2013. Accordingly, there are no details requiring disclosure in this Report.

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2024-25.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2024-25.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2024-25.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2024-25.

E) Issue of preference shares

a. The Members have accorded their approval by passing a Special Resolution through Postal Ballot on March 25, 2023, for issue of upto 250000 nos. of Non-Convertible Redeemable Preference Shares (NCRPS) of Face Value of Rs. 100/- each at an issue price of Rs. 400/-each (including premium of Rs. 300/- each) aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only) on a private placement basis to the Promoter(s) and Promoter Group entities (including Associate Companies) and Related Parties of the Company from time to time, for cash.

Accordingly, the Share Allotment Committee of the Board of Directors, pursuant to the powers delegated by the Board of the Company, during the year under review, has offered and allotted 74915 nos. of NCRPS to the Promoter(s) and Promoter Group entities for cash.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated February 11,2023:

i. To meet working capital requirements of the Company;

ii. To carry out major repairs/ reconstruction of structure/wall/platform work at the Company''s property situated at Colaba, Mumbai; and

iii. General corporate purpose including repayment of unsecured loans.

The proceeds of the issue have been/will be utilised towards the aforesaid objects of the issue. There is no deviation or variation in the utilisation of proceeds of the said issue between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds.

The validity of the issue is till the allotment of NCRPS done by the Company upto the said limit approved by the Members.

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

Further, as the Company will be allotting NonConvertible Redeemable Preference Shares, there will be no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

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

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

During the year under review, as a result of issue of 74,915 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 9,92,09,110/-, comprising of 8,96,791 Equity shares of Rs. 10/- each and 9,02,412 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can be accessed at the link: https://www.tciil.in/pdf/Annual%20 Return%20-%202024-25.pdf

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company had no subsidiary, joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year under review, the Company has not given any loans, made any investments, provided any guarantees, or offered any securities pursuant to the provisions of Section 186 of the Companies Act, 2013.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director to the median remuneration of 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 2024-25
1	Shri Ravishanker Jhunjhunwala, Chairman & Independent Director	**	**
2	Shri Dharmpal Agarwal, NonExecutive Director	Not Applicable	NIL
3	Shri Mahendra Agarwal, NonExecutive 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, NonExecutive Director	Not Applicable	NIL

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 2024-25
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 Navneet Kumar Saraf, Independent Director	**	**
12	Shri Sunil K. Warerkar, Executive Director	15.95:1	NIL
13	Shri Amit A. Chavan, Company Secretary, Compliance Officer & CFO	1.29:1	11.35

#Resigned as a Director of the Company effective from

June 25, 2024.

^Independent Directors are paid remuneration only by way

of sitting fees for attending Board/Committee Meetings.

Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2024-25 was Rs. 9,33,920/-.

ii) Median remuneration of employees of the Company during the financial year2023-24 was Rs. 9,05,667/-. In the financial year under review, there was an increase of 3.12% in the median remuneration of employees as increments were granted to few employees based on the performance of the employees.

iii) There were 4 confirmed employees on the rolls of the Company as on 31^st March 2025.

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

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

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; 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 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2024-25, the Board met 6 (six) times i.e. on May 13, 2024, August 10, 2024, September 04, 2024, October 14, 2024, November 12, 2024 and January 15, 2025.

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

In the financial year 2024-25 there was an average increase of 9.88% in the fixed remuneration of the employees (other than the managerial personnel), however, there was no increase in the remuneration of the managerial personnel.

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

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the Company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and 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;

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on July 20, 2024:

Name	Designation	Attendance Particulars
		Board Meetings	Last AGM
Shri Ravishanker Jhunjhunwala	Chairman & Independent Director	5	Yes
Shri Dharmpal Agarwal	Non-Executive Director	4	Yes
Shri Mahendra Agarwal¹	Non-Executive Director	1	N.A.
Dr. Ashok Kumar Agarwal	Non-Executive Director	5	No
Shri Vikas Agarwal	Non-Executive Director	5	Yes
Shri Siddhartha Agarwal	Non-Executive Director	3	Yes
Shri Ashish Agarwal	Non-Executive Director	4	Yes
Shri Utsav Agarwal	Non-Executive Director	5	No
Shri Siddharth Mehta	Independent Director	6	Yes
Smt. Anuradha Bhalla	Independent Director	2	No
Shri Navneet Kumar Saraf	Independent Director	4	No
Shri Sunil K. Warerkar	Executive Director	6	Yes

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Shri Siddharth Mehta	Chairman	6	6
2.	Shri Ravishanker Jhunjhunwala	Member	6	4
3.	Shri Vikas Agarwal	Member	6	5

b. Stakeholdersâ Relationship Committee

During the financial year 2024-25, the Stakeholders'' Relationship Committee met once on May 13, 2024. The below table gives the composition and attendance record of the Stakeholders'' Relationship Committee:

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

c. Nomination and Remuneration Committee

During the financial year 2024-25, the Nomination and Remuneration Committee met 2 (two) times i.e. on May 13, 2024 and January 15, 2025. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Shri Siddharth Mehta	Chairman	2	2
2.	Shri Ravishanker Jhunjhunwala	Member	2	2
3.	Shri Mahendra Agarwal¹	Member	2	1
4.	Shri Utsav Agarwal²	Member	2	1
Resigned as a Director of the Company w.e.f. 25.06.2024. *Inducted as a Member of the Committee w.e.f. 04.07.2024.

d. Risk Management Committee

During the financial year 2024-25, the Risk Management Committee met once on March 12, 2025. The below table gives the composition and attendance record of the Risk Management Committee:

e. Share Allotment Committee

During the financial year 2024-25, the Committee met 27 (Twenty Seven) times mainly to offer & allot 0% Non-Convertible Redeemable Preference Shares i.e. on April 01, 2024, April 10, 2024, 17^thApril, 2024, May 04, 2024, May 08, 2024, May 14, 2024, May 16, 2024, May 31, 2024, June 05, 2024, June 07, 2024, June 14, 2024, June 18, 2024, June 20, 2024, July 15, 2024, July 16, 2024, August 05, 2024, August 14, 2024, August 21,2024, September 04, 2024, September 16, 2024, October 14, 2024, October 19, 2024, November 04, 2024, November 06, 2024, November 15, 2024, November 19, 2024 and November 27, 2024. The below table gives the composition and attendance record of the Share Allotment Committee:

VIGIL MECHANISM

and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link: https://www.tciil.in/pdf/Whistle%20Blower%20Policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 had adopted by the Board and can be accessed on the Company''s website at the link: https://www.tciil.in/pdf/NOMINATION%20&%20 REMUNERATION%2QPOLICY.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Reg. 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Based on the declaration received from all the Independent Directors and also in the opinion of the Board, all Independent Directors possess integrity, expertise, experience & proficiency and are independent of the management.

BOARD EVALUATION

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

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board 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 FY 2024-25.

MATERIAL CHANGES

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

There had been no changes in the nature of Company''s business. To the best of information and assessment there has been no material changes occurred during the financial

year generally in the classes of business in which the Company has an interest except 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 seven years, which required to transfer to the Investor Education and Protection Fund (IEPF). Therefore, there were no funds which were required to be transferred to IEPF.

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, 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 trust and confidence reposed by you in the Company and all others, who are connected with the Company in any manner.

Resigned as a Director of the Company effective from June 25, 2024.

Committees of Board:

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

a. Audit Committee

During the financial year 2024-25, the Audit Committee met 6 (Six) times i.e. on May 13, 2024, August 10, 2024, twice on September 04, 2024, November 12, 2024, and January 15, 2025. The below table gives the composition and attendance record of the Audit Committee:

Mar 31, 2024

MANAGEMENT DISCUSSION AND ANALYSIS Forward looking statements

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations ofÂ the Company describing the Company's objectives,Â expectations or predictions may be forward looking withinÂ the meaning of applicable securities laws and regulations.Â Forward looking statements are based on certainÂ assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. TheÂ Company assumes no responsibility to publicly amend,Â modify or revise forward-looking statements, on the basisÂ of any subsequent developments, information or events.

The Board of Directors are pleased to present the Company's Fifty Ninth Annual Report and the Company'sÂ Audited Financial Statements for the financial year endedÂ March 31,2024.

FINANCIAL RESULTS

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

(Rs. in lakhs)
Particulars	Financial Year ended
	Standalone
	31.03.2024	31.03.2023*
Total Income	176.73	222.79
Profit/(loss) before Interest, Depreciation & TaxÂ (EBITDA)	(76.21)	(39.44)
Finance Cost	7.33	7.34
Depreciation	20.33	19.55
Net Profit/(Loss) Before Tax	(103.87)	(66.33)
Tax Expense	-	-
Net Profit/(Loss) After Tax	(103.87)	(66.33)
Profit/(Loss) brought forward from previous year	(2863.14)	(2794.00)
Profit/(Loss) carried forward to Balance Sheet	(2964.34)	(2863.14)
*previous yearâs figures have been regrouped/rearranged wherever necessary.

Performance Review

During the financial year under review, your Company has received less numbers of bookings for shoots/events etc.Â due to availability of more locations/studios in differentÂ parts of the City, as compared to previous year and fewÂ bookings involving large revenue were cancelled by theÂ customers due to unforeseen circumstances resultingÂ in Company's revenue from operations decreasing byÂ 27.54% to Rs. 139.18 lakhs as compared to revenueÂ from operations of Rs. 192.09 lakhs in the previousÂ financial year. As a result of decreased revenue, the netÂ loss increased to Rs. 103.87 lakhs against a net loss ofÂ Rs. 66.33 lakhs during the previous financial year afterÂ adjusting for decreased expenses of Rs. 21.87 lakhs andÂ adjusting for increased Other Income of Rs. 6.85 lakhs.

Companyâs Property at Colaba - Mumbai

The SLP filed by the Company in the Hon'ble Supreme Court of India, challenging the order of the HonorableÂ Bombay High Court in the matter of refusal by MunicipalÂ Corporation of Greater Mumbai to the plans submittedÂ by the company on the main ground of objection raisedÂ by Indian Navy, was listed on various dates during theÂ year under review for final hearing before the HonorableÂ Supreme Court. However, the matter did not reach forÂ final hearing. It is expected that the Company's SLP mayÂ get listed for final hearing in near future post the summerÂ vacation of the Honorable Supreme Court.

As apprised in the last year's Directors' Report, in May 2021 due to cyclone Taukte part of the sea-retainingÂ wall on south-east side of the Company property wasÂ severally damaged, which resulted in part of platformÂ behind the sea retaining wall getting washed away andÂ some structures also getting damaged. During the earlierÂ year under review, the Company received in full & finalÂ settlement, claim amount of Rs. 18.05 lakhs from theÂ Insurer The New India Assurance Company Ltd., againstÂ the said damage. The said cyclone also washed awayÂ part of the sea retaining wall & platform on outside ofÂ west side of Company property, belonging to the MumbaiÂ Port Trust (MbPT). This resulted in part of Company landÂ getting eroded with ingress of sea water. The CompanyÂ & MbPT have been exchanging letters for repairs of theirÂ sea-retaining wall & platform which was damaged duringÂ earlier monsoons. However, as stated in last report, MbPTÂ did not carry out required repairs and it had taken a standÂ that it will not carry out repairs/reconstruction of their sea-retaining wall/platform and that it has no objection to ourÂ Company carrying out the same at our cost.

As stated in the last report, the Hon'ble Supreme Court vide its order dated July 11, 2022 permitted the Company toÂ carry out repairs/reconstruction of damaged sea retainingÂ wall/compound wall/platform at the Company's cost.

Thereafter, the Company applied to the Municipal Corporation of Greater Mumbai (MCGM) for saidÂ reconstruction/restoration works and same was approvedÂ by MCGM, after the Company obtained the necessaryÂ approvals from Maharashtra Coastal Zone ManagementÂ Authority (MCZMA) and State Environment ImpactÂ Assessment Authority (SEIAA).

The Company has issued a work order and started the repairs/ reconstruction of sea-retaining wall/platform on theÂ south-east side, which is expected to be completed beforeÂ the onset of monsoon.

Outlook

The management has made in last few years every possible effort to increase the revenue from services by upgradingÂ the infrastructure at substantial investment and by reachingÂ out to new segments & at the same time with a focus onÂ the existing customer segments. The Company is planningÂ to incur further expenditure for improving the infrastructureÂ and carrying out the necessary repairs/renovations toÂ some structures to make the location attractive for differentÂ segments, in order to enhance the customer base andÂ revenue. The Major repairs/renovation of structure andÂ reconstruction of seawall/platform will make available moreÂ space for shooting & events, which is expected to generateÂ additional revenue.

In view of the same, the Company looks forward positively to do better in the current year and near future.

Internal Financial Controls

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of itsÂ business including adherence to Company's policies, theÂ safeguarding of its assets, the prevention and detectionÂ of frauds and errors, the adequacy and completeness ofÂ accounting records and the timely preparation of reliableÂ financial information, as required under the CompaniesÂ Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During theÂ year, such controls were tested and no reportable materialÂ weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors toÂ carry the internal audit. The Internal Auditors' Reports areÂ regularly reviewed by the Senior Management and theÂ Audit Committee of the Board for its implementation andÂ effectiveness.

Risk Management

The Company has developed and implemented the Risk Management system whereby a Risk ManagementÂ Committee has been constituted to manage, monitor andÂ report on the principal risks and uncertainties that can impactÂ the ability to achieve the Company's strategic objectives.

The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations,Â based on which the Board takes decisions.

Human Resources

The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a workÂ environment where continuous learning and developmentÂ takes place to meet the changing demands and prioritiesÂ of the business. The Company have 5 (five) permanentÂ employees on roll.

Key Financial Ratios

Sl. No.	Particulars	2023-24	2022-23
1	Debtors Turnover	134.77	186.95
2	Inventory Turnover	N.A.	N.A.
3	Interest Coverage Ratio	(10.40)	(5.37)
4	Current Ratio	0.64	1.17
5	Debt Equity Ratio	0.08	0.07
6	Operating Profit Margin	(0.43)	(0.18)
7	Net Profit Margin	(0.59)	(0.30)
8	Return on Net worth	(0.10)	(0.07)

Details of significant movement in key financial ratios

â¢ Â Â Â The debtors turnover ratio declined to 134.77 in FYÂ 2023-24 as against 186.95 in the previous year due toÂ decrease in revenue.

â¢ Â Â Â The interest coverage ratio declined to (10.40) in FYÂ 2023-24 as against (5.37) in the previous year due toÂ reduction in EBIT.

â¢ Â Â Â The current ratio declined to 0.64 in FY 2023-24 asÂ against 1.13 in the previous year due to receipt ofÂ loans advanced to parties.

â¢ Â Â Â The operating profit margin declined to (0.43) inÂ FY 2023-24 as against (0.18) in the previous yearÂ primarily due to decrease in revenue for the year.

â¢ Â Â Â The net profit margin declined to (0.59) in FY 2023-24Â as against (0.30) in the previous year due to decreaseÂ in revenue during the year.

â¢ Â Â Â The return on net worth declined to (0.10) in FYÂ 2023-24 as against (0.07) in the previous year due toÂ increase in losses.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during

the financial year ended March 31,2024.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.Â DETAILS OF SIGNIFICANT AND MATERIAL ORDERSÂ PASSED BY THE REGULATORS OR COURTS ORÂ TRIBUNALS IMPACTING THE GOING CONCERNÂ STATUS AND COMPANYâS OPERATIONS IN FUTURE

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

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73Â of the Companies Act, 2013 read with the CompaniesÂ (Acceptance of Deposits) Rules, 2014 and as such, noÂ amount of principal or interest was outstanding on theÂ date of the Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring by Rotation

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association ofÂ the Company, Shri Mahendra Agarwal, Dr. Ashok KumarÂ Agarwal and Shri Siddhartha Agarwal, Directors of theÂ Company, retire by rotation at the ensuing Annual GeneralÂ Meeting and being eligible, have offered themselvesÂ for re-appointment. The Board recommends their reappointment.

Brief Resume of Directors seeking Re-appointment

Brief Resume of the Directors, nature of expertise in specific functional areas, names of other listed companiesÂ in which the Directorship is held and the membership ofÂ the Committees of the Board and their shareholdings inÂ the Company are given in Notice for the ensuing AnnualÂ General Meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(a) Â Â Â in the preparation of the annual accounts for the yearÂ ended March 31, 2024, the applicable accountingÂ standards read with requirements set out underÂ Schedule III to the Act, have been followed and thereÂ are no material departures from the same;

(b) Â Â Â the Directors have selected such accounting policiesÂ and applied them consistently and made judgements

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theÂ Company as at March 31,2024 and of the loss of theÂ Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accountingÂ records in accordance with the provisions of theÂ Act for safeguarding the assets of the CompanyÂ and for preventing and detecting fraud and otherÂ irregularities;

(d) Â Â Â the Directors have prepared the annual accounts onÂ a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and thatÂ such internal financial controls are adequate and areÂ operating effectively; and

(f) Â Â Â the Directors have devised proper systems to ensureÂ compliance with the provisions of all applicable lawsÂ and that such systems are adequate and operatingÂ effectively.

AUDITORS AND AUDITORSâ REPORTS Statutory Auditors and Auditorsâ Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V SinghiÂ & Associates, Chartered Accountants, registered with theÂ Institute of Chartered Accountants of India under FirmÂ registration no. 311017E, were appointed as the StatutoryÂ Auditors of the Company, for a second term of 5 (five)Â consecutive years starting from the conclusion of 57^thÂAnnual General Meeting held on August 10, 2022 till theÂ conclusion of 62^ndÂ Annual General Meeting to be held inÂ the year 2027. The Company has received a confirmationÂ from the said Auditors that they are not disqualified fromÂ continuing as Auditors of the Company.

The Report given by M/s. V Singhi & Associates, Chartered Accountants, on the financial statements of the CompanyÂ is a part of the Annual Report. The notes on the financialÂ statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments.Â There has been no qualification, reservation or adverseÂ remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (AppointmentÂ and Remuneration of Managerial Personnel) Rules,Â 2014, the Board has appointed M/s. Chandanbala Jain &Â Associates, Practicing Company Secretaries, to undertakeÂ the Secretarial Audit of the Company for the financial yearÂ 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith asÂ Annexure 1, toÂ this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instancesÂ committed in the Company by its Officers or EmployeesÂ to the Audit Committee under Section 143(12) of theÂ Companies Act, 2013, details of which needs to beÂ mentioned in this Report.

SHARE CAPITAL

A) Â Â Â Bonus Shares

No bonus shares were issued during the financial year 2023-24.

B) Â Â Â Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2023-24.

C) Â Â Â Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2023-24.

D) Â Â Â Issue of employee stock options

No employee stock option was given or issued during the financial year 2023-24.

E) Â Â Â Issue of preference shares

a. The Members have accorded their approval by passing a Special Resolution through PostalÂ Ballot on March 25, 2023, for issue of uptoÂ 250000 nos. of Non-Convertible RedeemableÂ Preference Shares (NCRPS) of Face Value ofÂ Rs. 100/- each at an issue price of Rs. 400/-each (including premium of Rs. 300/- each)Â aggregating to Rs. 10,00,00,000/- (Rupees TenÂ Crore only) on a private placement basis toÂ the Promoter(s) and Promoter Group entitiesÂ (including Associate Companies) and RelatedÂ Parties of the Company from time to time, forÂ cash.

Accordingly, the Share Allotment Committee of the Board of Directors, pursuant to the powers

delegated by the Board of the Company, during the year under review, has offered and allottedÂ 59250 nos. of NCRPS to the Promoter(s) andÂ Promoter Group entities for cash.

The below are the objects of the issue as mentioned in the explanatory statement to theÂ Postal Ballot Notice dated February 11, 2023:

i. Â Â Â To meet working capital requirements ofÂ the Company;

ii. Â Â Â To carry out major repairs/ reconstructionÂ of structure/wall/platform work at theÂ Company's property situated at Colaba,Â Mumbai; and

iii. Â Â Â General corporate purpose includingÂ repayment of unsecured loans.

The proceeds of the issue have been/will be utilised towards the aforesaid objects of theÂ issue. There is no deviation or variation inÂ the utilisation of proceeds of the said issueÂ between projected utilisation of funds made byÂ the Company as mentioned aforesaid and theÂ actual utilisation of funds.

The validity of the issue is till the allotment of NCRPS done by the Company upto the saidÂ limit approved by the Members.

NCRPS are redeemable at premium of maximum 18% [simple] p.a. on the issueÂ price, i.e. maximum Rs. 400/- per share, as theÂ Company may deem fit, in accordance withÂ the relevant provisions of the Companies Act,Â 2013 out of profits available for distribution asÂ dividend and/or by issue of fresh shares, in oneÂ or more tranches at the option of the CompanyÂ only. The said NCRPS are redeemable withinÂ the maximum permissible time period underÂ the provisions of Section 55 of the CompaniesÂ Act, 2013, which period is presently 20 yearsÂ from the date of issue of NCRPS, or such otherÂ extended period which may be provided by anyÂ subsequent modification or amendment to theÂ Companies Act, 2013 OR on an earlier date onlyÂ at the discretion of the Company.

Further, as the Company will be allotting NonConvertible Redeemable Preference Shares, there will be no change in the paid-up equityÂ share capital of the Company. The said sharesÂ shall not be convertible into equity shares andÂ the same shall not be listed with any StockÂ Exchange.

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

There was no provision made of the money by the Company for purchase of its own shares byÂ employees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 59,250 numbers of 0% Non-Convertible Redeemable PreferenceÂ Shares, the issued, subscribed and paid up share capital ofÂ your Company increased to Rs. 9,17,17,610/-, comprisingÂ of 8,96,791 Equity shares of Rs. 10/- each and 8,27,497Â Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can beÂ accessed at the link:Â https://www.tciil.in/pdf/Annual%20Â Return%20-%202023-24.pdf

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, the Company had no subsidiary, joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the CompaniesÂ Act, 2013, in the prescribed Form AOC-2, is appended asÂ Annexure 2Â to the Board's Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIESÂ PROVIDED

Particulars of loans, guarantees and investment made by the Company pursuant to Section 186 of the CompaniesÂ Act, 2013 are given in the Notes to the Financial Statements.

MANAGERIAL REMUNERATION

A) Â Â Â Details of the ratio of the remuneration of each Director

to the median remuneration of the employees and other details as required pursuant to Rule 5(1) ofÂ the Companies (Appointment and Remuneration ofÂ Managerial Personnel) Rules, 2014:

Sl. No.	Name of Director/KMPÂ and Designation	Ratio of remunerationÂ of eachÂ Director toÂ the medianÂ remunerationÂ of employees	% increase in RemunerationÂ in the financial year 2023-24
1	Shri Ravishanker Jhunjhunwala,Â Chairman &Â Independent Director	**	**
2	Shri Dharmpal Agarwal, NonExecutive Director	Not Applicable	NIL
3	Shri Mahendra Agarwal, NonExecutive Director	Not Applicable	NIL
4	Dr. Ashok Kumar Agarwal,Â Non-ExecutiveÂ Director	Not Applicable	NIL
5	Shri Vikas Agarwal, Non-Executive Director	Not Applicable	NIL
6	Shri Siddhartha Agarwal, NonExecutive 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, IndependentÂ Director	**	**
10	Smt. Anuradha Bhalla, IndependentÂ Director	**	**
11	Shri Navneet Kumar Saraf, IndependentÂ Director	**	**
12	Shri Sunil K. Warerkar, ExecutiveÂ Director	8.03:1	NIL
13	Shri Amit A. Chavan, Company Secretary,Â Compliance OfficerÂ & CFO	1.19:1	19.15

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

Notes:-

i) Â Â Â Median remuneration of employees of theÂ Company during the financial year 2023-24 wasÂ Rs. 9,05,667/-.

ii) Â Â Â Median remuneration of employees of theÂ Company during the financial year 2022-23 wasÂ Rs. 8,80,728/-. In the financial year under review,Â there was an increase of 2.83% in the medianÂ remuneration of employees as incrementsÂ were granted to few employees based on theÂ performance of the employees.

iii) Â Â Â There were 5 confirmed employees on the rollsÂ of the Company as on 31^stÂ March 2024.

iv) Â Â Â Average percentile increase already madeÂ in the salaries of employees other than theÂ managerial personnel in the last financialÂ year and its comparison with the percentileÂ increase in the managerial remuneration andÂ justification thereof and point out of there areÂ any exceptional circumstances for increase inÂ the managerial remuneration:

In the financial year 2023-24 there was an average increase of 7.56% in the fixedÂ remuneration of the employees (other than theÂ managerial personnel), however, there was noÂ increase in the remuneration of the managerialÂ personnel.

v) Â Â Â It is hereby affirmed that the remunerationÂ paid is as per the Remuneration Policy forÂ Directors, Key Managerial Personnel and otherÂ Employees.

B) Details of top ten employees in terms of remunerationÂ drawn and other employees of the Company asÂ required pursuant to rule 5(2) of the CompaniesÂ (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014:

During the year under consideration, none of the employees of the Company was in receipt ofÂ remuneration in excess of limits prescribed underÂ rule 5(2) of the Companies (Appointment andÂ Remuneration of Managerial Personnel) Rules, 2014,Â hence, particulars as required under rule 5(2) ofÂ the Companies (Appointment and Remuneration ofÂ Managerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY; TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEÂ EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are asÂ follows:

A) Â Â Â Conservation of energy: N.A.

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

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

(iii) Â Â Â the capital investment on energy conservationÂ equipments.

B) Â Â Â Technology absorption:Â N.A.

(i) Â Â Â the efforts made towards technology absorption;

(ii) Â Â Â the benefits derived like product improvement,Â cost reduction, product development or importÂ substitution;

(iii) Â Â Â in case of imported technology (importedÂ during the last three years reckoned from theÂ beginning of the financial year) -

(a) Â Â Â the details of technology imported;

(b) Â Â Â the year of import;

(d) Â Â Â if not fully absorbed, areas whereÂ absorption has not taken place, and theÂ reasons thereof; and

(iv) Â Â Â the expenditure incurred on Research andÂ Development.

C) Â Â Â 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 of Companies (CorporateÂ Social Responsibility Policy) Rules, 2014 are not requiredÂ to be made.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between twoÂ Board Meetings. During the financial year 2023-24, the

Board met 4 (four) times i.e. on May 23, 2023, August 14, 2023, November 07, 2023 and January 24, 2024.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year andÂ at the previous Annual General Meeting (AGM) held onÂ July 21,2023:

Name	Designation	Attendance Particulars
Name	Designation	Board Meetings	Last AGM
Shri Ravishanker Jhunjhunwala	Chairman & Independent Director	4	Yes
Shri Dharmpal Agarwal	Non-Executive Director	2	Yes
Shri Mahendra Agarwal	Non-Executive Director	4	Yes
Dr. Ashok Kumar Agarwal	Non-Executive Director	3	Yes
Shri Vikas Agarwal	Non-Executive Director	4	Yes
Shri Siddhartha Agarwal	Non-Executive Director	4	Yes
Shri Ashish Agarwal	Non-Executive Director	4	Yes
Shri Utsav Agarwal	Non-Executive Director	3	Yes
Shri Siddharth Mehta	Independent Director	4	Yes
Smt. Anuradha Bhalla	Independent Director	2	No
Shri Navneet Kumar Saraf	Independent Director	3	Yes
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 the Committees and theÂ attendance of the Committee Members, are as under:

a. Audit Committee

During the financial year 2023-24, the Audit Committee met 4 (Four) times i.e. on May 23, 2023,Â August 14, 2023, November 07, 2023, and JanuaryÂ 24, 2024. The below table gives the composition andÂ attendance record of the Audit Committee:

Sl. No.	Name	Position	Number of meetings during the financialÂ year
Sl. No.	Name	Position	Held	Attended
1.	Shri Siddharth Mehta	Chairman	4	4
2.	Shri Ravishanker Jhunihunwala	Member	4	4
3.	Shri Vikas Agarwal	Member	4	4

b. Stakeholdersâ Relationship Committee

During the financial year 2023-24, the Stakeholders' Relationship Committee met once on May 23,Â 2023. The below table gives the composition andÂ attendance record of the Stakeholders' RelationshipÂ Committee:

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

c. Nomination and Remuneration Committee

During the financial year 2023-24, the Nomination and Remuneration Committee met 2 (two) times i.e.Â on May 23, 2023 and August 14, 2023. The belowÂ table gives the composition and attendance recordÂ of the Nomination and Remuneration Committee:

Sl. No.	Name	Position	Number of meetings during the financialÂ year
Sl. No.	Name	Position	Held	Attended
1.	Shri Siddharth Mehta	Chairman	2	2
2.	Shri Ravishanker Jhunihunwala	Member	2	2
3.	Shri Mahendra Agarwal	Member	2	2

d. Risk Management Committee

During the financial year 2023-24, the Risk Management Committee met once on MarchÂ 14, 2024. The below table gives the compositionÂ and attendance record of the Risk ManagementÂ Committee:

Sl. No.	Name	Position	Number of meetings duringÂ the financial year
Sl. No.	Name	Position	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 2023-24, the Committee met 20 (Twenty) times mainly to issue & allot 0%Â Non-Convertible Redeemable Preference Shares i.e.Â on August 14, 2023, August 25, 2023, SeptemberÂ 04, 2023, September 07, 2023, October 24, 2023,Â November 02, 2023, November 07, 2023, NovemberÂ 13, 2023, December 15, 2023, December 20, 2023,Â December 26, 2023, December 28, 2023, January 08,Â 2024, January 11,2024, February 02, 2024, FebruaryÂ 07, 2024, February 20, 2024, February 29, 2024,Â March 15, 2024 and March 27, 2024. The below tableÂ gives the composition and attendance record of theÂ Share Allotment Committee:

Sl. No.	Name	Position	Number of meetings duringÂ the financial year
1.	Shri Ravishanker Jhunjhunwala	Chairman	20	19
2.	Shri Siddharth Mehta	Member	20	20
3.	Shri Vikas Agarwal	Member	20	19

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and theÂ SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015 is implemented through the Company'sÂ Whistle Blower policy to enable the Directors, employeesÂ and all the stakeholders of the Company to report genuineÂ concerns, to provide for adequate safeguards againstÂ victimization of persons who use such mechanism andÂ make provision for direct access to the Chairman of theÂ Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link:Â https://www.tciil.in/pdf/Whistle%20Blower%20Policv.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,Â PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the SexualÂ Harassment of Women at Workplace (Prevention,Â Prohibition & Redressal) Act, 2013. The Company hasÂ constituted the Internal Complaints Committee to considerÂ and resolve all sexual harassment complaints. During theÂ year under review, no cases of sexual harassment againstÂ women employees at any of its work place were filedÂ under Section 22 of the Sexual Harassment of Women atÂ Workplace (Prevention, Prohibition and Redressal) Act,Â 2013.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determiningÂ qualifications, positive attributes and independence of aÂ Director and other matters provided under sub-section (3)Â of Section 178 of the Companies Act, 2013 had adopted byÂ the Board and can be accessed on the Company's websiteÂ at the link:Â https://www.tciil.in/pdf/NOMINATION%20&%20Â REMUNERATION%2QPOLICYpdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and RemunerationÂ Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

The Company has received declarations from all the Independent Directors of the Company, confirming that,Â they meet criteria of independence as prescribed underÂ Section 149(6) of the Companies Act, 2013 and Reg.Â 16(1)(b) of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015. There has been noÂ change in the circumstances affecting their status asÂ Independent Directors of the Company.

Based on the declaration received from all the Independent Directors and also in the opinion of the Board, allÂ Independent Directors possess integrity, expertise,Â experience & proficiency and are independent of theÂ management.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, CommitteesÂ and other individual Directors which includes criteria forÂ performance evaluation of the non-executive directors andÂ executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and otherÂ individual Directors, a process of evaluation was followedÂ by the Board for its own performance and that of itsÂ Committees and individual Directors.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2023-24.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the Company, whichÂ have occurred between the end of the financial year ofÂ the Company to which this report relates and the date ofÂ the report except as otherwise, if any, mentioned in thisÂ Director's Report.

There had been no changes in the nature of Company's business. To the best of information and assessmentÂ there has been no material changes occurred duringÂ the financial year generally in the classes of business inÂ which the Company has an interest except as otherwiseÂ 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 seven years, which required

to transfer to the Investor Education and Protection Fund (IEPF). Therefore, there were no funds which wereÂ required to be transferred to IEPF.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed byÂ you in the Company and all others, who are connectedÂ with the Company in any manner.

Mar 31, 2019

Dear Members,

The Board of Directors are pleased to present the Fifty Fourth Annual Report and Audited 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.

(Rs. in lakhs)

Particulars	Financial Year ended
Particulars	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 Companyâs revenue increased by 13.68% to Rs. 212.60 lakhs as compared to revenue of Rs. 187.01 lakhs in the previous financial year, 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 lakhs against a net loss of Rs. 24.88 lakhs during the previous financial year. The loss during the current financial year is higher compared to that of previous year, which is primarily on account of increase in various expenses such as legal & professional fees, rates & taxes, repairs & maintenance and depreciation charges.

COMPANYS PROPERTY AT COLABA - MUMBAI

The SLP filed by the Company in the Honâble Supreme Court of India, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was listed during the year for hearing before the court. However, it did not reach for the hearing. It is expected that the Companyâs SLP may be listed in near future for final hearing.

OUTLOOK

The management is making every possible effort to increase the revenue from services by upgrading the infrastructure from time to time at substantial investment and by reaching out 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 financial yearâs revenue.

The Management is confident that the above continuous efforts will result in further increase in revenue and positively looking forward to start earning profits in near future.

TRANSFER TO RESERVE

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

DIVIDEND

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and companyâs operations in future.

DEPOSITS

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditorsâ Reports are regularly reviewed by the Senior Management 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 the Articles of Association of the Company, Shri Mahendra Agarwal, Shri Vikas Agarwal and Shri Ashish Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, in their Meeting held on February 13, 2019, re-appointed Shri Sunil K. Warerkar as Whole-time Director, designated as âExecutive Directorâ of the Company for a further period 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, names of other listed companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in Notice for the ensuing Annual General Meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

(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 the Company and that 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 all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORSâ REPORTS

Statutory Auditors and Auditorsâ Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, were appointed as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years starting from the conclusion of 52^nd Annual General Meeting held on August 01, 2017 (subject to ratification of their appointment by the members at every AGM held after this AGM). The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 07, 2018 amending Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every Annual General Meeting ("AGM") has been omitted, and hence the Company is not placing a resolution relating to ratification of appointment of Auditors for approval of Members at the ensuing AGM.

The Report given by M/s. V Singhi & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

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

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

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

The Company pursuant to the members approval accorded at the 51^st Annual General Meeting held on August 02, 2016, introduced the Scheme namely âTCIIL Conversion of Shares in Physical Form to Demat Scheme-2016" (âthe Schemeâ) during the financial year 2016-17, to mitigate the difficulty that may be experienced by the shareholders of the Company holding shares in physical form in converting the shares in demat and/or selling their shares in physical form on the Stock Market and to alleviate such hardships that may be caused to them.

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

Pursuant to the amendment made to Reg. 40 of the SEBI (Listing Regulations and Disclosure Requirements), 2015, from April 01, 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed 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 to continue 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 the trust created for the purpose of implementation of Scheme. Accordingly, the Board of Directors have decided not to extend the Scheme after March 31, 2019.

In view of the amendment mentioned above, all the shareholders holding shares in physical form are hereby requested to convert their physical shareholding into electronic form, 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 Directors of the Company has issued and allotted 28,159 nos. of 0% NonConvertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- (Rupees One Hundred only) each at an issue 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 detailed below:

a. During the year under review, 26,909 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot held on October 30, 2017, for issue of upto 1,25,000 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 the Promoters and Promoter Group Companies for Cash.

Accordingly, pursuant to the aforesaid approval, the Share Allotment Committee of the Board of Directors, during the offer period from 30.10.2017 to 29.10.2018, issued and allotted total 48,846 nos. of NCRPS out of 1,25,000 nos. of NCRPS to the Promoters and Promoter Group Companies for cash.

The below are the objects of the issue as mentioned in the 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 the issue.

b. 1,250 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot held on January 03, 2019, for issue of upto 1,71,929 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 the Promoters and Promoter Group Companies for Cash.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal 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 issue as mentioned in the explanatory statement to the Postal Ballot Notice dated November 09, 2018.

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, 2013 out of profits available for distributions as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which periods is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the 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 is no change in the paid-up equity share capital of the Company. The said shares shall not be convertible 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 Issues between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds.

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

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

During the year under review, as a result of issue of 28,159 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 7,19,00,010/-, comprising of 8,96,791 Equity shares of Rs. 10/- each and 6,29,321 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 Annexure 2 to this Report.

The extract of the annual return of the Company has also been placed on the website of the 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 associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

MANAGERIAL REMUNERATION

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 attending Board/Committee Meetings. Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2018-19 was Rs. 8,47,124/-.

ii) Median remuneration of employees of the Company during the financial year 2017-18 was Rs. 6,70,794/-. In the financial year, there was an increase of 26.29% in the median remuneration of employees due to increments granted.

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

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

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and 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 development or import substitution;

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

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; 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 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 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 13, 2019.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 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 the Committees 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 May 25, 2018, July 27, 2018, November 09, 2018 and February 13, 2019. The below table gives the 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. Stakeholdersâ Relationship Committee

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

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	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 the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	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 February 12, 2019. The below table gives the composition and attendance record of the Risk Management Committee:

Sl.	Name	Position	Number of
No.			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% NonConvertible Redeemable Preference Shares i.e. on April 06, 2018, April 30, 2018, May 03, 2018, July 23, 2018, July 27, 2018, August 23, 2018, September 06, 2018, September 11, 2018, September 20, 2018, October 01, 2018, October 26, 2018 and February 13, 2019. The below table gives the composition and attendance record of the Share Allotment 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, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companyâs Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 had adopted by the Board and can be accessed on the Companyâs website at the link: 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 in the nomination and remuneration policy of the Company.

RISK MANAGEMENT

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Companyâs strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

Shri Ravi Shanker Jhunjhunwala, Shri Siddharth Mehta, Smt. Anuradha Bhalla and Shri Sahir S. Patel are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they meet the criteria as mentioned under Regulation 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

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2018-19.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise, if any, mentioned in this Directorâs Report.

There had been no changes in the nature of companyâs business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this Directorsâ 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 seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, 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 trust and confidence reposed by you in the Company and all others, who are connected with the Company in any manner.

For and on behalf of the Board

Ravi Shanker Jhunjhunwala

Place: Mumbai Chairman & Independent Director

Date : May 18 , 2019 DIN: 00231379

Mar 31, 2018

DIRECTORSâ REPORT Dear Members,

The Board of Directors are pleased to present the Fifty Third Annual Report and Audited Financial Statements of your Company for the financial year ended March 31, 2018.

Financial Results

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

(Rs. In â000)

Particulars	Financial Year ended
Particulars	Standalone
	31/03/2018	31/03/2017*
Total Income	18701	20243
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(1485)	(1735)
Finance Charges	-	-
Depreciation	1001	632
Provision for Income Tax (including for earlier years)	-	-
Net Profit/(Loss) After Tax	(2486)	(2367)
Profit/(Loss) brought forward from previous year	(254326)	(251959)
Profit/(Loss) carried to Balance Sheet	(256812)	(254326)

The vacancy of Independent Director created in the Company due to resignation of Mr. Sushil Kumar Jiwarajka was filled by the Board of Directors in their Meeting held on January 24, 2018 by appointing Mr. Sahir S. Patel, as Additional Director, designated as Independent Director w.e.f. even date pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. He shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Patel for appointment as Independent Director of the Company. The vacancy was filled by the Board of Directors within the permissible time limit.

Further, in accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dharmpal Agarwal, Dr. Ashok Kumar Agarwal and Mr. Siddhartha Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of the Company for the year ended on that date;

(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 the Company and that such internal financial controls are adequate and are operating effectively; and

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

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

DEPOSITS

INTERNAL FINANCIAL CONTROLS

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

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors'' Report are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Members at the 52^nd AGM held on August 01, 2017 accorded its consent for the appointment of Mrs. Anuradha Bhalla as an Independent Director of the Company to hold office for five consecutive years from the date of said Annual General Meeting i.e. August 01, 2017 till the conclusion of the 57^th Annual General Meeting to be held in the year 2022.

Mr. Sushil Kumar Jiwarajka, Chairman & Independent Director of the Company, has resigned as a Director of the Company due to personal reasons. The resignation is effective from November 12, 2017. The Board places on record its appreciation for the services rendered and valuable contribution made by him to the Company during his tenure as the Chairman & Independent Director.

As a result, the Board of Directors in their Meeting held on November 16, 2017, appointed Mr. Ravi Shanker Jhunjhunwala, Independent Director, as Chairman of the Board of Directors of the Company with effect from even date.

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

The objective of the Scheme is to provide an opportunity to its physical shareholders, if they so desire, to dispose off their shares in physical form in a manner that they realize the market value of their shares without having to go through the process of dematerialization of shares and the cost to be incurred for the same.

The Scheme has received participation from very few physical shareholders till the extended validity of the Scheme till March 31, 2018 which was initially valid till February 28, 2017. The Board after considering that there are still many shareholders including small shareholders holding shares in physical form, who have not yet participated in the Scheme and with an intention to provide them further opportunity and also to keep making the continuous efforts towards converting physical holding into Demat form thereby to achieve 100% Equity shareholding of the Company in electronic form as only 1.05% holding is in physical form, have again extended the validity of the Scheme for further period till March 31, 2019.

The Company has processed all the applications received under the said Scheme through the TCIIL Demat Trust created for that purpose as per the terms and conditions laid down under the Scheme.

SHARE CAPITAL A) Bonus Shares

No bonus shares were issued during the financial year 2017-18.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2017-18.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2017-18.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2017-18.

(f) the Directors have devised proper systems to ensure compliance with the provisions of 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 made there under, M/s. V. Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 52^nd Annual General Meeting held on August 01, 2017. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Further, the Report given by M/s. V. Singhi & Associates, Chartered Accountants, on the financial statement of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark 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 Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board Report as Annexure 1, Secretarial Audit Report given by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Reporting of Frauds by Auditors

30, 2017, for issue of up to 1,25,000 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 the Promoters and Promoter Group Companies for Cash.

The below are the objects of the issue as mentioned in the 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 been/will be utilized towards the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated September 05, 2017.

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, 2013 out of profits available for distributions as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which periods is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the Companies Act, 2013 OR on an earlier date only at the discretion of the Company.

There is no deviation or variation in the utilization of proceeds of the said Issues between projected utilization of funds made by the Company as mentioned aforesaid and the actual utilization of funds.

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

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

E) Issue of preference shares

During the year under review, the Share Allotment Committee of the Board of Directors of the Company has issued and allotted 32,795 nos. of 0% Non Convertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- (Rupees One Hundred only) each at an issue 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 detailed below:

a. 10,858 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution in their 51^st Annual General Meeting held on August 02, 2016 for issue of up to 6,25,000 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 the Promoters and Promoter Group Companies for Cash.

Accordingly, pursuant to the aforesaid approval, the Share Allotment Committee of the Board of Directors, during the offer period from 02.08.2016 to 01.08.2017, issued and allotted total 5,79,225 nos. of NCRPS out of 6,25,000 nos. of NCRPS to the Promoters and Promoter Group Companies for cash or in lieu of extinguishment of amount due on account of Advances received against proposed property development & Unsecured interest free loans.

The below were the objects of the issue as mentioned in the explanatory statement to the Notice of the 51^st Annual General Meeting and are stated as under:

i. To convert and/or repay the Advances against proposed property development received from Promoter & Promoter Group Companies and Unsecured interest free loans received from Promoter-Directors of the Company;

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

iii. General Corporate purposes.

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

b. 21,937 nos. of NCRPS allotted pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot held on October

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

MANAGERIAL REMUNERATION

During the year under review, as a result of issue of 32,795 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs.

6,90,84,110/-, comprising of 8,96,791 Equity shares of Rs.10/- each and 6,01,162 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure 2 to this Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2018, the Company had no subsidiary, joint ventures, and associate companies.

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 2017-18
1	Mr. Sushil Jiwarajka, Chairman & Independent Director#	**	**
2	Mr. Ravi Shanker Jhunjhunwala, Chairman & Independent Director*	**	**
3	Mr. Dharmpal Agarwal, Non-Executive Director	Not Applicable	NIL
4	Mr. Mahendra Agarwal, Non-Executive Director	Not Applicable	NIL
5	Dr. Ashok Kumar Agarwal, Non-Executive Director	Not Applicable	NIL
6	Mr. Vikas Agarwal, Non-Executive Director	Not Applicable	NIL
7	Mr. Siddhartha Agarwal, Non-Executive Director	Not Applicable	NIL
8	Mr. Ashish Agarwal, Non-Executive Director	Not Applicable	NIL
9	Mr. Utsav Agarwal, Non-Executive Director	Not Applicable	NIL
10	Mr. Siddharth Mehta, Independent Director	**	**
11	Mrs. Anuradha Bhalla^	**	**
12	Mr. Sahir S. Patel@	**	**
13	Mr. Sunil K. Warerkar, Executive Director	4.94:1	0.003
14	Mr. Amit A. Chavan, Asst. Company Secretary & CFO	0.74:1	13.44

#Resigned as a Director of the Company effective from November 12, 2017.

*Appointed as a Chairman of the Board of Directors of the Company with effect from November 16, 2017 as a result of resignation of Mr. Sushil Kumar Jiwarajka, the then Chairman & Independent Director of the Company.

^ Appointed as Director of the Company with effect from May 11, 2017.

@Appointed as Additional Independent Director of the Company with effect from January 24, 2018.

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

(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 development or import substitution;

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

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; 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 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2017-18, the Board met four times i.e. on May 11, 2017, August 01, 2017 (the meeting was adjourned for particular business and the same was held on September 05, 2017), November 16, 2017 and January 24, 2018.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 01, 2017:

Notes:-

i) Median remuneration of employees of the Company during the financial year 2017-18 was Rs. 6,70,794/-.

ii) Median remuneration of employees of the Company during the financial year 2016-17 was Rs. 6,16,153/-. In the financial year, there was an increase of 8.87% in the median remuneration of employees.

iii) There were 5 confirmed employees on the rolls of the Company as on 31^st March 2018.

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

DETAILS OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and 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 utilizing alternate sources of energy;

* Inducted as a Member of the Committee w.e.f. November 13, 2017 and thereafter, w.e.f. November 16, 2017 appointed as a Chairman of the Committee.

@ Chairman of the Committee till November 16, 2017.

# Ceased to be a Director of the Company effective from November 12, 2017.

b. Stakeholders'' Relationship Committee

During the financial year 2017-18, the Stakeholders'' Relationship Committee met Four Times i.e. on May

11, 2017, August 01, 2017, November 16, 2017 and January 24, 2018. The below table gives the composition and attendance record of the Stakeholders'' Relationship Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Dr. Ashok Kumar Agarwal	Chairman	4	2
2.	Mr. Ashish Agarwal	Member	4	4
3.	Mr. Sunil K. Warerkar	Member	4	4

c. Nomination and Remuneration Committee

During the financial year 2017-18, the Nomination and Remuneration Committee met Three Times i.e. on May 11, 2017, September 05, 2017 and January 24, 2018. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Mr. Siddharth Mehta	Chairman	3	3
2.	Mr. Ravi Shanker Jhunjhunwala	Member	3	3
3.	Mr. Sushil Kumar Jiwarajka*	Member	3	2
4.	Mr. Mahendra Kumar Agarwal	Member	3	2

*Ceased to be a Member of the Committee effective from November 12, 2017 consequent to the resignation from the Directorship of the Company.

d. Risk Management Committee

During the financial year 2017-18, the Risk Management Committee met once on March 19, 2018. The below table gives the composition and attendance record of the Risk Management Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Mr. Siddharth Mehta*	Chairman	5	2
2.	Mr. Ravi Shanker Jhunjhunwala@	Member	5	5
3.	Mr. Sushil Kumar Jiwarajka#	Member	5	3
4.	Mr. Vikas Agarwal	Member	5	3

# Resigned as a Director of the Company effective from November 12, 2017.

* Appointed as a Chairman of the Board of Directors of the Company with effect from November 16, 2017 as a result of resignation of Mr. Sushil Kumar Jiwarajka, the then Chairman & Independent Director of the Company.

*Appointed as Director of the Company with effect from May 11, 2017. @ Appointed as Director of the Company with effect from January 24,2018.

Committees of Board:

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

a. Audit Committee

During the financial year 2017-18, the Audit Committee met Five Times i.e. on May 11, 2017, August 01, 2017, September 05, 2017, November 15, 2017 and January 24, 2018. The below table gives the composition and attendance record of the Audit Committee:

Name	Designation	Attendance Particulars
		Board Meetings	Last AGM
Mr. Sushil Kumar Jiwarajka#	Chairman & Independent Director	2	Yes
Mr. Ravi Shanker Jhunjhunwala*	Chairman & Independent Director	3	Yes
Mr. Dharmpal Agarwal	Non-Executive Director	4	Yes
Mr. Mahendra Agarwal	Non-Executive Director	2	Yes
Dr. Ashok Kumar Agarwal	Non-Executive Director	3	No
Mr. Vikas Agarwal	Non-Executive Director	3	No
Mr. Siddhartha Agarwal	Non-Executive Director	2	No
Mr. Ashish Agarwal	Non-Executive Director	4	Yes
Mr. Utsav Agarwal	Non-Executive Director	2	No
Mr. Siddharth Mehta	Independent Director	4	No
Mrs. Anuradha Bhalla^	Independent Director	4	Yes
Mr. Sahir S. Patel@	Additional-Independent Director	1	N.A.
Mr. Sunil K. Warerkar	Executive Director	4	Yes

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has no women employee, accordingly, during the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and can be accessed on the Company''s website at the link: http://www.tdil.in/file-basket/Nomination-&-Remuneration-Policy-1458742293.PDF

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

RISK MANAGEMENT

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

Mr. Ravi Shanker Jhunjhunwala, Mr. Siddharth Mehta, Mrs. Anuradha Bhalla and Mr. Sahir S. Patel are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they meet the criteria as mentioned under Regulation 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

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is implemented through the Company''s Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Mr. Ravi Shanker Jhunjhunwala	Chairman	14	14
2.	Mr. Siddharth Mehta	Member	14	12
3.	Mr. Vikas Agarwal	Member	14	14

e. Share Allotment Committee

During the financial year 2017-18, the Committee met fourteen times mainly to issue & allot 0% Nonconvertible Redeemable Preference Shares i.e. on April 17, 2017, May 09, 2017, July 11, 2017, July 21, 2017, July 31, 2017, November 01, 2017, November 07, 2017, December 16, 2017, January

11, 2018, February 02, 2018, February 13, 2018, February 22, 2018, March 22, 2018 and March 30, 2018. The below table gives the composition and attendance record of the Share Allotment Committee:

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

Transfer of Amounts to Investor Education and Protection Fund

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, 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 trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

Ravi Shanker Jhunjhunwala

Place: Mumbai Chairman & Independent Director

Date : May 25, 2018 DIN: 00231379

Mar 31, 2017

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Fifty Second Annual Report and the Audited Statement of Accounts of TCI Industries Limited (âthe Companyâ) for the year ended March 31, 2017.

Financial Performance

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

(Rs. In â000)

Particulars	Financial Year ended
Particulars	Standalone
	31/03/2017	31/03/2016*
Total Income	20243	30102
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(1735)	(4209)
Finance Charges	-	-
Depreciation	632	323
Provision for Income Tax (including for earlier years)	-	-
Net Profit/(Loss) After Tax	(2367)	(4532)
Profit/(Loss) brought forward from previous year	(251959)	(247427)
Profit/(Loss) carried to Balance Sheet	(254326)	(251959)

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

Performance Review

During the year under review, your Company achieved revenue of Rs. 202.43 lakhs as compared to previous year of Rs. 301.02 lakhs, which reduction was mainly due to decrease in textile trading revenue by 86.60%. The revenue from Services income increased substantially from Rs. 80.39 lakhs to Rs. 170.11 lakhs i.e. approximately by 111%. However, even though the revenue for the year under review was lower compared to last year, the net loss after tax decreased. The Net Loss After Tax incurred by the Company is Rs. 23.67 lakhs as compared to Rs. 45.32 lakhs in previous year which depicts augmentation in operational efficiency of the Company.

During the year under review the Company issued 568367 number of 0% Non- Convertible Redeemable Preference Shares amounting to Rs. 2273.47 lakhs to promoters/ promoter group companies against consideration received in cash as also in lieu of extinguishment of advances against proposed property development & unsecured interest free loans received from the promoters/promoter group companies. These shares were issued and allotted in terms of shareholders'' approval given at 51^st Annual General Meeting held on August 02, 2016.

Consequent to said issue of 0% Non-Convertible Redeemable Preference shares, the Advances received against proposed property development & unsecured loans received in the past have been completely extinguished and the Net Worth of the Company has become positive.

Companyâs Property at Colaba - Mumbai

The SLP filed by the Company in the Hon''ble Supreme Court of India, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy is pending for final hearing. The Company''s SLP in the Supreme Court challenging the order of Bombay High Court in the matter of jurisdiction of the Monitoring committee, on the ground that the company''s property being in CRZ II area, Development Control Rules 1967 are applicable and not the Development Control Regulations, 1991, is also pending for final hearing and has been tagged along with the SLP pertaining to refusal of plans by Municipal Corporation of Greater Mumbai.

Outlook

The management is making efforts to increase the revenue from services by increasing the penetration in present customer segments as also reaching out to new customer segments. The management is confident that such efforts coupled with certain infrastructure development done during the year & to be done during the current year by the company, will result in further increase in revenue thereby the Company turning around by making profit in the current financial year.

Dividend

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

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

There was no significant and material order passed by the regulators or courts or tribunals 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 under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

Internal financial controls

The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Directors and Key Managerial Personnel

Mr. Satyanarayan Agarwal has resigned as Director of the Company w.e.f. May 20, 2016. The Board has appointed him as Chairman Emeritus of the Company in view of his long association with the Company and considering the services rendered by him to the Company during his tenure as Director of the Company.

On the basis of the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on January 30, 2017 granted their approval for the re-appointment of Mr. Sunil K. Warerkar as Wholetime Director, designated as âExecutive Director'' of the Company for a further period of 2 years with effect from April 01, 2017 subject to the approval of the members and subject to any other approval as required by law, if any.

Dr. (Mrs.) Vaijayanti Pandit, Independent Director of the Company, has resigned as a Director of the Company due to personal reasons. The resignation is effective from March 31, 2017. The Board places on record its appreciation for the services rendered by her to the Company during her tenure as the Independent Director.

The vacancy of Independent Director and Woman Director created in the Company due to resignation of Dr. (Mrs.) Vaijayanti Pandit was filled by the Board of Directors in their Meeting held on May 11, 2017 by appointing Mrs. Anuradha Bhalla, as Additional Director, designated as Independent Director w.e.f. even date pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. She shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mrs. Bhalla for appointment as Independent Director of the Company. The vacancy was filled by the Board of Directors within the permissible time limit.

Further, pursuant to the applicable provisions of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Mahendra Agarwal, Mr. Ashish Agarwal, and Mr. Utsav Agarwal, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Directorsâ Responsibility Statement

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

(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended on that date;

(d) the Directors have prepared the annual accounts on a âgoing concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that 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 all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors, their Report and Notes to Financial Statements

M/s. R. S. Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and in terms of the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, they are not eligible for reappointment for the next Financial Year 2017-18.

Accordingly, on the basis of the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 11, 2017 proposed to appoint M/s. V Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, as Statutory Auditors of the Company in place of the retiring Auditors M/s. R. S. Agarwala & Co., Chartered Accountants, who shall hold office from the conclusion of this 52^nd Annual General Meeting (AGM) till the conclusion of the 57^th Annual general Meeting of the Company to be held in the year 2022 (subject to ratification of appointment by the members at every AGM held after this AGM).

M/s. V Singhi & Associates, Chartered Accountants, have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

M/s. R. S. Agarwala & Co., Chartered Accountants (the retiring Auditors), have carried the Statutory Audit and the Notes on financial statement referred to in the Auditors'' Report issued by them are self-explanatory and hence do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. Chandanbala Jain & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this report. The report is self-explanatory and hence do not call for any further comments.

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

During the year under review, the Company pursuant to the members approval accorded at the 51^st Annual General Meeting held on August 02, 2016, introduced the Scheme namely âTCIIL Conversion of Shares in Physical Form to Demat Scheme-2016â (âthe Schemeâ) to mitigate the difficulty that may be experienced by the shareholders of the Company holding shares in physical form in converting the shares in demat and/or selling their shares in physical form on the Stock Market and to alleviate such hardships that may be caused to them.

The objective of the Scheme is to provide an opportunity to its physical shareholders, if they so desire, to dispose off their shares in physical form in a manner that they realize the market value of their shares without having to go through the process of dematerialization of shares and the cost to be incurred for the same.

We would like to inform you that the scheme received participation from some of the Physical shareholders and considering the same the scheme validity has been extended for six months till August 31, 2017.

You may access the scheme details on the Company''s website at the link http://www.tciil.in/tciil-investor-relations/ tciil-shareholders-information

The physical shareholders of the Company are requested to participate in the Scheme and avail its benefit. The Scheme is not an invitation but a facility extended to physical shareholders of the Company and it is absolutely voluntary and optional.

Share Capital

A) Bonus Shares

No bonus shares were issued during the financial year 2016-17.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2016-17.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2016-17.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2016-17

E) Issue of preference shares

The members of the Company in their 51^st Annual General Meeting held on August 02, 2016, by passing special resolution with requisite majority, approved the issue of up to 6,25,000 0% Nonconvertible Redeemable Preference Shares of Face Value Rs. 100/- (Rupees One Hundred only) at an issue price of Rs. 400/- (Rupees Four Hundred only) including premium of Rs. 300/- (Rupees Three Hundred Only) on preferential basis to the Promoters and Promoter Group Companies for cash or in lieu of extinguishment of amount due on account of Advances received against proposed property development & Unsecured interest free loans. The said shares are redeemable within 20 years from date of issue thereof or on an earlier date at the discretion of the Company, at a premium of 18% [simple] p.a. on the issue price, payable at the time of redemption.

Pursuant to the said members approval, the Share Allotment Committee of the Board of Directors of the Company has during the year under review, issued and allotted 5,68,367 numbers of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/- (Rupees One Hundred only) at an issue price of Rs. 400/- (Rupees Four Hundred only) including premium of Rs. 300/- (Rupees Three Hundred Only) on preferential basis to the Promoters and Promoter Group Companies.

As the Company allotted Non-Convertible Redeemable Preference Shares, there is no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

The proceeds of the issue have been/will be utilized towards the objects of the issue as mentioned in the explanatory statement to the Notice of the 51^st Annual General Meeting and are stated as under:

1. To convert and/or repay the Advances against proposed property development received from Promoter & Promoter Group Companies and Unsecured interest free loans received from Promoter-Directors of the Company;

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

3. General Corporate purposes.

There is no deviation or variation in the utilization of proceeds of the said Issue between projected utilization of funds made by the Company in its explanatory statement to the notice for the 51^st Annual General Meeting and the actual utilization of funds.

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

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

During the year under review, as a result of issue of 5,68,367 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 6,58,04,610/-, comprising of 8,96,791 Equity shares of Rs.10/- each and 5,68,367 Preference Shares of Rs. 100/- each.

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 2016-17
1	Mr. Sushil Kumar Jiwarajka, Chairman & Independent Director	**	**
2	Mr. Satyanarayan Agarwal, Non-Executive Director*	Not Applicable	NIL
3	Mr. D. P Agarwal, Non-Executive Director	Not Applicable	NIL
4	Mr. Mahendra Agarwal, Non-Executive Director	Not Applicable	NIL
5	Mr. Ashok Kumar Agarwal, Non-Executive Director	Not Applicable	NIL
6	Mr. Vikas Agarwal, Non-Executive Director	Not Applicable	NIL
7	Mr. Siddhartha Agarwal, Non-Executive Director@	Not Applicable	NIL
8	Mr. Ashish Agarwal, Non-Executive Director	Not Applicable	NIL
9	Mr. Utsav Agarwal, Non-Executive Director	Not Applicable	NIL
10	Mr. Ravi Shanker Jhunjhunwala, Independent Director	**	**
11	Dr. (Mrs.) Vaijayanti Pandit, Independent Director#	**	**
12	Mr. Siddharth Mehta, Independent Director	**	**
13	Mr. S. K. Warerkar, Executive Director	5.38:1	0.008
14	Mr. Amit A. Chavan, Asst. Company Secretary & CFO	0.71:1	38.65

* Resigned as a Director of the Company w.e.f. May 20, 2016.

@ Appointed as Director of the Company with effect from May 20, 2016.

# Resigned as a Director of the Company effective from March 31, 2017.

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

Extract of the Annual Return Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 2.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2017, the Company had no subsidiary / joint ventures / associate companies.

Particulars of contracts or arrangements made with related parties

Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

Managerial Remuneration:

Notes:-

i) Median remuneration of employees of the Company during the financial year 2016-17 was Rs. 6,16,153/-.

ii) Median remuneration of employees of the Company during the financial year 2015-16 was Rs. 3,37,212/-. In the financial year, there was an increase of 82.72% in the median remuneration of employees due to increase in number of employees employed during the year and increase in the remuneration of Asst. Company Secretary & CFO along with some other employees.

iii) There were 5 confirmed employees on the rolls of the Company as on 31^st March 2017.

v) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2016-17, no employee received remuneration in excess of the highest-paid Director.

vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and 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 utilizing 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 development or import substitution;

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

(a) the details of technology imported;

(b) the year of import;

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

(iv) the expenditure incurred on Research and Development.

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 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES: Details of Board meetings

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2016-17, the Board met four times i.e. on May 20, 2016, August 02, 2016, November 14, 2016 and January 30, 2017.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 02, 2016:

Name	Designation	Attendance Particulars
Name	Designation	Board Meetings	Last AGM
Mr. Sushil Kumar Jiwarajka	Chairman & Independent Director	4	Yes
Mr. Satyanarayan Agarwal*	Non-Executive Director	1	No
Mr. D. P Agarwal	Non-Executive Director	2	Yes
Mr. Mahendra Agarwal	Non-Executive Director	4	Yes
Mr. Ashok Kumar Agarwal	Non-Executive Director	4	Yes
Mr. Vikas Agarwal	Non-Executive Director	4	Yes
Mr. Siddhartha Agarwal@	Non-Executive Director	3	Yes
Mr. Ashish Agarwal	Non-Executive Director	4	Yes
Mr. Utsav Agarwal	Non-Executive Director	3	Yes
Mr. Ravi Shanker Jhunjhunwala	Independent Director	1	No
Dr. (Mrs.) Vaijayanti Pandit#	Independent Director	4	No
Mr. Siddharth Mehta	Independent Director	4	Yes
Mr. S. K. Warerkar	Executive Director	4	Yes

*Ceased to be a Director of the Company with effect from May 20, 2016.

@Appointed as Director of the Company with effect from May 20, 2016.

#Ceased to be a Director of the Company with effect from March 31, 2017.

Committees of Board

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

a. Audit Committee

During the financial year 2016-17, the Audit Committee met Four Times i.e. on May 20, 2016, July 27, 2016, November 14, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Audit Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Mr. Ravi Shanker Jhunjhunwala	Chairman	4	3
2.	Mr. Sushil Kumar Jiwarajka	Member	4	4
3.	Mr. Vikas Agarwal	Member	4	4

b. Stakeholdersâ Relationship Committee

During the financial year 2016-17, the Stakeholders'' Relationship Committee met Four Times i.e. on May 20, 2016, August 02, 2016, November 14, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Stakeholders'' Relationship Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Dr. (Mrs.) Vaijayanti Pandit*	Chairperson	4	4
2.	Mr. Ashok Kumar Agarwal	Member	4	4
3.	Mr. Ashish Agarwal	Member	4	4
4.	Mr. S. K. Warerkar	Member	4	4

*Dr. (Mrs.) Vaijayanti Pandit ceased to be a Director of the Company w. e. f. March 31, 2017 and consequent to the same she is also ceased to be a Chairperson of the Committee.

c. Nomination and Remuneration Committee

During the financial year 2016-17, the Nomination and Remuneration Committee met twice on July 27, 2016 and January 30, 2017. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

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

d. Risk Management Committee

During the financial year 2016-17, the Risk Management Committee met once on March 27, 2017. The below table gives the composition and attendance record of the Risk Management Committee:

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

e. Share Allotment Committee

The Board of Directors in their Meeting held on August 2, 2016, constituted the Share Allotment Committee of the Board of Directors. During the financial year 2016-17, the Committee met ten times i.e. on November 03, 2016, December 21, 2016, January 5, 2017, January 16, 2017, January 30, 2017, February 15, 2017, February 17, 2017, March 01, 2017, March 09, 2017 and March 22, 2017. The below table gives the composition and attendance record of the Share Allotment Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
Sl. No.	Name	Position	Held	Attended
1.	Mr. Ravi Shanker Jhunjhunwala	Chairman	10	8
2.	Mr. Siddharth Mehta	Member	10	10
3.	Mr. Vikas Agarwal	Member	10	9

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As per provisions of Section 177 of Companies Act, 2013 inter alia, it provides for a mandatory requirement for all listed companies to establish a mechanism called âWhistle Blower Policy'' or âVigil Systemâ for employees and Directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy. Accordingly, a Whistle Blower Policy has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counsellor / Chairman of the Audit Committee of the Company.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

Sl. No.	No. of complaints received	No. of complaints disposed off
1	NIL	N.A.

Policy on Directorsâ appointment and remuneration

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

Risk Management

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

Declaration by Independent Directors (IDs)

Mr. Sushil Kumar Jiwarajka, Mr. Ravishankar Jhunjhunwala, Mr. Siddharth Mehta and Mrs. Anuradha Bhalla are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they meet the criteria as mentioned under Regulation 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

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2016-17.

Material Changes

There had been no changes in the nature of company''s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except 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 seven years, which were required to be transferred to Investor Education and Protection Fund (IEPF) as per the Act.

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, 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 trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner.

For and on behalf of the Board

D. P. Agarwal S. K. Warerkar

Director Executive Director

(DIN: 00084105) (DIN: 02088830)

Place: Mumbai

Date : May 11, 2017

Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Fifty First Annual Report and the Audited Statement of Accounts of TCI Industries Limited (âthe Companyâ) for the year ended March 31, 2016.

Financial Performance

The summarized standalone results of your Company are given in the table below. _{(Rs In} .₀₀₀₎

Particulars	Financial Year ended
Particulars	Standalone
	31/03/2016	31/03/2015*
Total Income	30102	12262
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(4209)	(3962)
Finance Charges	-	-
Depreciation	(323)	734
Provision for Income Tax (including for earlier years)	-	_-
Net Profit/(Loss) After Tax	(4532)	(4696)
Profit/(Loss) brought forward from previous year	(247427)	(242495)
Add: Adjustment as per Sch II to the Companies Act, 2013	-	(236)
Profit/(Loss) carried to Balance Sheet	(251959)	(247427)

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

Performance Review

During the year under review, your Company achieved higher revenue of Rs. 301.02 lakhs as compared to previous year of Rs. 122.62 lakhs, which was mainly due to increase in textile trading revenue by 260.80%. The revenue from services income also increased by 55.31%. The Net Loss After Tax reduced slightly to Rs. 45.32 lakhs as compared to Rs. 46.96 lakhs in previous year.

Due to increase in employee benefit expenses and other expenses including Legal/professional fees, repairs & maintenance, security expenses etc. the loss remain at the same level of previous year.

Companyâs Property at Colaba - Mumbai

As stated in earlier reports, the SLP filed by the Company in Supreme Court, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was admitted and is pending for hearing. As Stated in the earlier reports, the Company''s SLP in the Supreme Court challenging the order of Bombay High Court in the matter of jurisdiction of the Monitoring committee on the ground that the company''s property being in CRZ II area, Development Control Rules 1967 are applicable and not the Development Control Regulations 1991, was admitted by the Supreme Court and further proceedings of the Committee have been stayed.

Outlook

The management is making efforts to increase the revenue from services by giving more thrust to this segment and it is expected that with the increased revenue, the Company will be able to reduce the loss in the current financial year.

Dividend

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

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

There was no significant and material order passed by the regulators or courts or tribunals 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 under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

Internal Financial Controls

Directors and Key Managerial Personnel

During the year under review Mr. Amit A. Chavan was appointed as Asst. Company Secretary and Chief Financial Officer of the Company with effect from June 15, 2015.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Siddhartha Agarwal was appointed as Additional Director designated as Non-Executive Director w.e.f. May 20, 2016 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Siddhartha Agarwal for appointment as Director of the Company.

Further, pursuant to the applicable provisions of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Dharmpal Agarwal, Mr. Ashok Kumar Agarwal, and Mr. Vikas Agarwal, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

Directorsâ Responsibility Statement

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

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

(d) the Directors have prepared the annual accounts on a âgoing concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that 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 all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors, their Report and Notes to Financial Statements

M/s. R S Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint M/s. R S Agarwala & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual general Meeting of the Company.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. Chandanbala Jain & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this report. The report is self-explanatory and do not call for any further comments.

Share Capital

A) Bonus Shares

No bonus shares were issued during the financial year 2015-16.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2015-16.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2015-16.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2015-16

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

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

During the year under review, there was no change in the Share Capital of the Company.

As on March 31, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 89,67,910/-, comprising 8,96,791 Equity shares of Rs.10/- each.

Extract of the Annual Return

Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 2.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2016, the Company had no subsidiary / joint ventures / associate companies.

Particulars of contracts or arrangements made with related parties

Particulars of Loans given, Investments made, Guarantees given and Securities provided

There were no loans given, investments made, guarantees given or securities provided by the 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 employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

S. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2015-16 (in Rs.)	% increase in Remuneration in the financial year 2015-16	Ratio of remuneration of each Director/to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Mr. Sushil Kumar Jiwarajka, Chairman and Independent Director	60,000 (Sitting fees)	Not Applicable	Not Applicable	Not Applicable
2	Mr. S. N. Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
3	Mr. D. P. Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
4	Mr. Mahendra Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
5	Mr. Ashok Kumar Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
6	Mr. Vikas Agarwal	NIL	NIL	Not Applicable	Not Applicable
7	Mr. Ashish Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
8	Mr. Utsav Agarwal, Non Executive Director	NIL	NIL	Not Applicable	Not Applicable
9	Mrs. Vaijayanti Pandit, Independent Director	1,00,000 (Sitting fees)	Not Applicable	Not Applicable	Not Applicable
10	Mr. Ravi Shanker Jhunjhunwala, Independent Director	80,000 (Sitting fees)	Not Applicable	Not Applicable	Not Applicable
11	Mr. Siddharth Mehta, Independent Director	80,000 (Sitting fees)	Not Applicable	Not Applicable	Not Applicable
12	Mr. S. K. Warerkar, Executive Director	33,11,808	9.24	9.82	Loss Before Tax and Loss After Tax of the Company reduced slightly in financial year 2015-16 and the revenue during the financial year increased by over 145%.
13	Mr. Amit A. Chavan, Asst. Company Secretary & CFO*	2,28,647	Not Applicable	Not Applicable

*Appointed as Asst. Company Secretary & CFO w.e.f. 15.06.2015

Notes:-

i) Median remuneration of employees of the Company during the financial year 2015-16 was Rs. 3,37,212/-.

ii) Median remuneration of employees of the Company during the financial year 2014-15 was Rs. 2,69,429/-. In the financial year, there was an increase of 25.16% in the median remuneration of employees due to increase in number of employees employed during the year and marginal increase in the Executive Director''s remuneration.

iii) There were 5 confirmed employees on the rolls of the Company as on 31^st March 2016.

iv) Relationship between average increase in remuneration and company performance- Average Remuneration decreased during the year 2015-16 by 16.90% & the revenue during the financial year increased by over 145%.

v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company:-

There was increase in the remuneration of Key Managerial Personnel by 9.24%, where the revenue of the Company increased by over 145%.

vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2016 was Rs. 112.10 Crores (Rs. 100.53 Crores as on 31st March 2015)

b) Price Earnings Ratio of the Company was -172.18 as at 31st March 2016 and was -213.93 as at 31st March 2015.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable

vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2015-16, no employee received remuneration in excess of the highest-paid Director.

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and 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 utilizing 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 development or import substitution;

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

(a) the details of technology imported;

(b) the year of import;

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

(iv) the expenditure incurred on Research and Development.

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 hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

OTHER DISCLOSURES:

Details of Board meetings

During the year, 05 number of Board meetings were held, details of which are given below:

Date of the meeting	No. of Directors attended the meeting
May 08, 2015	09
August 01, 2015	05
October 17, 2015	10
February 09, 2016	11
March 18, 2016	09

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No.	Name	Chairman/ Members
1	Mr. Ravi Shanker Jhunjhunwala*	Chairman
2	Mr. Vikas Agarwal	Member
3	Mr. Sushil Kumar Jiwarajka#	Member

*Mr. Ravi Shanker Jhunjhunwala was a Member of the Committee upto February 09, 2016 and then he was appointed as Chairman of the Committee w.e.f. February 09, 2016.

#Mr. Sushil Kumar Jiwarajka ceased to be the Chairman of the Committee w.e.f. February 09, 2016.

During the year 2015-16, the Committee met Four Times i.e. on May 08, 2015, July 31, 2015, October 17, 2015 and February 09, 2016.

b. Stakeholdersâ Relationship Committee

Sl. No	Name	Chairperson/ Members
1	Mrs. Vaijayanti Pandit	Chairperson
2	Mr. Ashok Kumar Agarwal	Member
3	Mr. Ashish Agarwal	Member
4	Mr. S. K. Warerkar	Member

During the year 2015-16, the Committee met Three Times

i.e. on May 08, 2015, October 17, 2015 and February 09, 2016.

c. Nomination and Remuneration Committee

Sl. No.	Name	Chairman/ Members
1	Mr. Siddharth Mehta	Chairman
2	Mr. Ravi Shanker Jhunjhunwala	Member
3	Mr. Sushil Kumar Jiwarajka	Member
4	Mr. Mahendra Agarwal	Member

During the year 2015-16, the Committee met once on June 04, 2015.

d. Risk Management Committee

Sl. No.	Name	Chairman/ Members
1	Mr. S. K. Warerkar	Chairman
2	Mr. Vikas Agarwal	Member
3	Mr. Ashish Agarwal	Member

During the year 2015-16, the Committee met once on October 17, 2015.

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As per provisions of Section 177 of Companies Act, 2013 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called âWhistle Blower Policy'' or âVigil Systemâ for employees and Directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy. Accordingly, a Whistle Blower Policy has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counselor / Chairman of the Audit Committee of the Company.

The whistle blower Policy (Vigil System) of the Company may be accessed on its website at the link: http://tciil.in/ downloads.htm.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has no women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

S.	No. of complaints	No. of complaints
No.	received	disposed off
1	NIL	N.A.

Policy on directorsâ appointment and remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and may be accessed on the Company''s website at the link: http://tciil.in/downloads.htm.

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

Risk Management

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company''s strategic objectives. The Committee periodically submits its Report to the Board on various issues along with its recommendations and comments for Board''s review and necessary action.

Declaration by Independent Directors (IDs)

Mr. Sushilkumar Jiwarajka, Mr. Ravishankar Jhunjhunwala, Mr. Siddharth Saumil Mehta and Mrs. Vaijaiyanti Pandit are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

Board Evaluation

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2015-16.

Material Changes

Transfer of Amounts to Investor Education and Protection Fund

Also, the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 are not applicable to the Company.

Acknowledgement

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

For and on behalf of the Board

For TCI Industries Limited

D. P. Mahendra

Agarwal Agarwal

Place: Mumbai Director Director

Date: May 20, 2016 (DIN: 00084105) (DIN: 00179779)

Mar 31, 2014

Dear Shareholders,

The directors take pleasure in presenting this Forty Ninth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2014.

FINANCIAL RESULTS (Rs. In ''000)

Financial Results 2013 Â 14 2012 Â 13

Income 83283 39248 Profit (Loss) before Interest,

Depreciation & Taxation (1790) (7653)

Less : Interest - 20

Depreciation (Net) 234 543

Profit /(Loss) before taxes (2024) (8216)

Taxes - -

Profit /(Loss) after tax (2024) (8216)

Balance brought forward (240471) (232255)

Balance carried forward (242495) (240471)

During the year the Company could achieve higher cloth trading volume resulting in higher income compared to the previous year, thereby resulting in lower loss compared to previous year..

DIVIDEND

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

COMPANY''S PROPERTY AT COLABA Â MUMBAI

As informed in the last report, the SLP filed by the Company in the Supreme Court, challenging the order of the Hon. Bombay High Court in writ petition, was admitted and is pending for hearing.

The company in the previous year, had filed writ petition before Bombay High Court, challenging the jurisdiction of Monitoring Committee appointed by the State Government under Development Control Regulations of Greater Mumbai 1991 to oversee development of mill lands, on the main ground that since the company''s property at Colaba is falling in CRZ II area, Development Rules of Greater Mumbai 1967 are applicable as per established legal position & not the DCR 1991. However, the Monitoring Committee & the Bombay High Court, did not accept the company''s contention and held that the said Monitoring Committee has jurisdiction over company. The company has challenged the order of Bombay High Court by a SLP in the Supreme Court which has been admitted & further proceedings of the said committee have been stayed.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Appointment

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Agarwal, Mr. Ashok Agarwal and Mr. D.P. Agarwal retire by rotation and being eligible, offer themselves for re- appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

The Company has received a letter from them to the effect that their reÂappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reÂappointment.

AUDITOR''S REPORT

The observations made by the Auditor''s in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2014 is annexed to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board TCI Industries Limited

S.N. Agarwal D. P. Agarwal Director Director

Place : Gurgaon Date : May 24, 2014

Mar 31, 2013

Dear Shareholders,

The directors take pleasure in presenting this Forty Eighth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. In ''000)

Financial Results 2012 - 13 2011 - 12

Income 39248 13356

Profit (Loss) before Interest, Depreciation & Taxation (7653) (19283)

Less : Interest 20 91

Depreciation (Net) 543 547

Profit /(Loss) before taxes (8216) (19921)

Taxes

Profit /(Loss) after tax (8216) (19921)

Balance brought forward (232255) (212334)

Balance carried forward (240471) (232255)

During the year the Company could achieve higher cloth trading volume resulting in higher income compared to the previous year. The loss during the year is not comparable to previous year as certain expenses, which in the past were capitalized as Property Development Expenses, were reversed and charged to P & L account during the previous year.

DIVIDEND

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

COMPANY''S PROPERTY AT COLABA Â MUMBAI

As informed in the last report, the SLP filed by the Company challenging the order of the Hon. Bombay High Court in writ petition, has been admitted and is pending for hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Appointment

Mr. Sunil K. Warerkar was appointed as Director in the last AGM and consent of the members was accorded for his appointment as Executive Director for a period of 3 years w.e.f. April 01, 2012 subject to required approvals from Central Government and such other approval as may be necessary. The required approvals in respect of his appointment have since been received.

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. N. Agarwal, Mr. Ashish Agarwal and Mr. M. K. Agarwal retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

The Board has appointed Mr. Utsav Agarwal as Additional Director w.e.f. May 15, 2013. Pursuant to Section 260 of The Companies Act, 1956, he holds office up to the date of the ensuing Annual General Meeting. His appointment needs to be confirmed by the members in the General Meeting. The Company has already received notice u/s 257 of the Companies Act, 1956 from one of the members of the Company proposing his candidature for the position as Director. The details about Mr. Utsav Agarwal are given here under as per requirement of listing agreement with Stock Exchange.

1. Name - Mr. Utsav Agarwal

2. Date of Birth Â 03/02/1985

3. Date of Appointment Â 15/05/2013

4. Expertise in Specific functional area Â More than 5 years of experience in the fields of market research, finance and business development etc.

5. Qualification Â Graduated from Bradley University, Peoria, ILLINOIS with a major in Bachelor of Science in Industrial Engineering and a minor in ''Business Administration''.

6. Directorships held in other Companies Â Bhoruka Fabcons Private Limited.

7. Committee Positions held in other Companies Â NIL

8. No. of shares held Â 3000

Cessation

Your Directors inform with grief the sad demise of Mr. P. L. Poddar, the Director due to old age on April 01, 2013. His contribution to the Company is well recognized by the Board.

Mr. R.K. Aggarwal resigned from Directorship of the Company with effect from May 15, 2013. Your Directors place on record their appreciation for the valuable and devoted services rendered by him.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re-appointment.

AUDITOR''S REPORT

The observations made by the Auditor''s in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2013 is annexed to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

TCI Industries Limited

S.N. Agarwal D. P. Agarwal

Director Director

Place : Gurgaon

Date : May 15, 2013

Mar 31, 2012

The directors take pleasure in presenting this Forty Seventh Annual Report and Audited Statement of Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS (Rs. In 000)

Financial Results 2011 -12 2010-11 Income 13356 11478 Profit (Loss) before Interest, Depreciation & Taxation (19283) (3932)

Less : Interest 91 180

Depreciation (Net ) 547 472

Profit/(Loss) before taxes ( 19921) (4584)

Taxes (FBT) - 2

Profit/(Loss) after tax (19921) (4586)

Balance brought forward (212334) (207748)

Balance carried forward (232255) (212334)

Due to market conditions, the value of the cloth traded during the year was marginally higher than the value of the cloth traded in the previous year. The higher loss in the year is mainly due to certain expenses, which in the past were capitalized as Property Development Expenses, now reversed and charged to P & L account during the year.

DIVIDEND

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

COMPANY'S PROPERTY AT COLABA - MUMBAI

The writ petition filed by the company against the rejection of the plans by Municipal Corporation of Greater Mumbai, has been disallowed by the Hon'ble Bombay High Court by it's judgment & order dated December 19, 2011.

The Company, as advised by its legal advisors, has filed a Special Leave Petition in the Hon'ble Supreme Court of India which has been admitted and is pending for hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vikas Agarwal, Mr. Ashok Agarwal and Mr. D. P Agarwal retire by rotation and being eligible, offer themselves for re- appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

Mr. Siddhartha Agarwal has been appointed as Alternate Director to Mr. S. N. Agarwal and Mr. Dhruv Agarwal has been appointed as Alternate Director to Mr. M. K. Agarwal w. e. f. 18-01-2012 by the Board during the year. The details about them are given here under as per requirement of listing agreement with Stock Exchange.

a) MR. SIDDHARTHA AGARWAL

1. Name - Mr. Siddhartha Agarwal

2. Date of Birth - 29/04/1975.

3. Date of Appointment - 18/01 /2012

4. Expertise in Specific functional area -10 years in Infrastructure projects and real estate

5. Qualification - Graduate in Economics and Industrial Management from Carnegie Mellon University, Pittsburgh USA.

6. Directorship held in other Companies - Prabhu Structures Ltd..

7. Committee positions held in other companies

- NIL

8. No. of shares held - 27197

b) MR. DHRUV AGARWAL

1. Name - Mr. Dhruv Agarwal

2. Date of Birth - 19/11/1984

3. Date of Appointment - 18/01 /2012

4. Expertise in Specific functional area - 4 years in operations, projects development and business analyst.

5. Qualification - Graduate in Economics.

6. Directorship held in other Companies-ITAG Infrastructure Ltd.

7. Committee positions held in other Companies

- NIL

8. No. of shares held - NIL

The Board has appointed Mr. Sunil K. Warerkar as Additional Director w. e. f. 01-04-2012. Pursuant to Section 260 of The Companies Act, 1956, he holds office up to the date of the ensuing Annual general Meeting. His appointment needs to be confirmed by the members in the General Meeting. The Company has already received notice u/s 257 of the Companies Act, 1956 from one of the members of the Company proposing his candidature for the position as Director.

The details about Mr. Sunil Warerkar are given here under as per requirement of listing agreement with Stock Exchange.

1. Name - Mr. Sunil Warerkar

2. Date of Birth - 08/07/1955

3. Date of Appointment - 01/04/2012

4. Expertise in Specific functional area - 30 years in Project Planning & Execution, Finance, Legal / Commercial Matters and General Administration.

5. Qualification - Graduate in Commerce (B. Com) from University of Mumbai.

6. Directorships held in other Companies-Prabhu Structures Ltd..

7. Committee Positions held in other Companies

a) Member - Audit Committee in Prabhu Structures Ltd.

b) Member - Shareholder Committee in Prabhu Structures Ltd.

8. No. of shares held - 11

The Board has further decided to designate and appoint Mr. Sunil K. Warerkar as Executive Director of the Company w. e. f. 01 /04/2012 for a period of 3 years from the said date subject to the approval of the members and subject to any other approval as required by Law including the approval of Central Government.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating Management confirm that, to the best of their knowledge -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re-appointment.

AUDITOR'S REPORT

The observations made by the Auditor's in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2012 is annexed to the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1) (e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

TCI Industries Limited

Place . Gurgaon D p Agarwal Ashok Agarwal

Date .May 30,2012 Director Director

Mar 31, 2011

The directors take pleasure in presenting this Forty Sixth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS (Rs. In 000)

Financial Results 2010-11 2009-10

Income 11478 54669

Profit (Loss) before Interest,

Depreciation & Taxation (3932) (13)

Less : Interest 180 132

Depreciation (Net) 472 539

Profit /(Loss) before taxes (4584) (684)

Taxes 2 18

Profit /(Loss) after tax (4586) (702)

Balance brought forward (207748) (207046)

Balance carried forward (212334) (207748)

Due to market conditions, the trading during the year was low compared to previous year. Due to this lower income, the working of the company has resulted in higher loss compared to previous year.

DIVIDEND

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

COMPANYS PROPERTY AT COLABA - MUMBAI

In the previous years report, your Directors had informed that though written pleadings in the matter of the Writ Petition filed by the Company in the Honble High Court of Mumbai, against the Municipal Corporation of Greater Mumbai & the Defence Department are over but the final hearing of the matter did not take place even though on few occasions the matter was listed for final hearing.

The final hearing in the matter is still pending since the matter did not come up for hearing during the year.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S.N. Agarwal, Mr. R.K. Agarwal and Mr. Ashish Agarwal retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re- appointment.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2011 is annexed to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Place : New Delhi For TCI Industries Limited

Date : May 18, 2011 S. N. Agarwal

Chairman

Mar 31, 2010

The directors take pleasure in presenting this Forty Fifth Annual Report and Audited Statement of Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS (Rs. In 000) Financial Results 2009-10 2008-09 Income 54669 66924 Profit (Loss) before Interest, Depreciation & Taxation (13) (101) Less: Interest 132 82 Depreciation (Net) 539 490 Profit (Loss) before taxes (684) (673) Taxes (FBT) 18 117 Profit (Loss) after tax (702) (790) Balance brought forward (207046)(206256) Balance carried forward (207748)(207046)

Due to market conditions, the trading during the year was low compared to previous year resulting in the loss.

DIVIDEND

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

COMPANYS PROPERTY AT COLABA - MUMBAI

In the previous years report, your Directors had informed that the written pleadings in the matter of the Writ Petition filed by the Company in the Honble High Court of Mumbai, against the Municipal Corporation of Greater Mumbai & the Defence Department are over and the matter is due for final hearing & disposal. During the year the final hearing of the matter did not take place even though on few occasions the matter was listed for final hearing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D.R Agarwal, Mr. M.K. Agarwal and Mr. P.L. Poddar retire by rotation and being eligible, offer themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore recommend it for your approval.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDITORS

M/s. R S Agarwala & Co., Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your Board recommended their re- appointment.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

SECRETARIAL COMPLIANCE REPORT

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2010 is annexed to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The production operations have been closed since 1982. Hence, particulars required under Section 217(1)(e) in respect of conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings and outgo during the financial year

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board For TCI Industries Limited Place : Mumbai S. N. Agarwal Date : May 21,2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article