Directors Report of TCM Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting to you the Eighty First Annual Report along with the
Audited Financial Statements of your Company for the year ended 31st March, 2025:

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(Rs. In lakhs)

Particulars	YEAR ENDED 31.03.2025 (Standalone)	YEAR ENDED 31.03.2025 (Consolidated)	YEAR ENDED 31.03.2024 (Consolidated)
Total Income	2950.82	3047.53	3266.32
Less: Administrative & Other Expenses	2623.26	2875.89	3461.61
Cash Profit/(Loss)	327.56	171.64	(195.29)
Less: Depreciation	16.04	35.11	29.66
Profit/ (Loss) before Exceptional items and Tax	311.52	136.53	(224.95)
Exceptional Items	-	-	-
Proft/(Loss) before Tax	311.52	136.53	(224.95)
Less: Provision for Income Tax (Current and Deferred Tax)	(3.40)	(3.40)	3.97
Profit/ (Loss) after Tax	314.92	139.93	(228.92)
Add: Other Comprehensive Income/ (Loss)	11.45	11.45	-
Net Profit/(Loss) for the year	326.37	151.38	(228.92)
Attributable to owners of the Company		161.18	(195.01)
Attributable to non-controlling interests		(21.25)	(33.91)

1. There are no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

SUMMARY OF BUSINESS OPERATIONS & STATE OF COMPANY’S AFFAIRS

Your Company during the FY 2024-2025 recorded a good turnover in recent previous years with
its business of setting up and commissioning of Solar Power plants, TradingBusiness of Medical

Diagnostic products, Manufacture of Cattle Feed and Real Estate.Your Company has recorded a total
sales turnover of Rs.2950.82 lakhs in the FY 2024-2025 and shown a net profit after tax of Rs.326.37
lakhs. With regard to Chemical Manufacturing business, the production remains suspended at our
Mettur unit,since the year 2011 due to financial constraints and scarcity of raw materials and we have
no intentions to restart chemical manufacturing at this unit as it is found not feasible.

For Kalamassery unit, your Company during the previous year 2023-24 had signed a Memorandum of
Understanding (MoU) with M/s Asset Homes TCM Townships Pvt Ltd, which is at present a Second
Layer Subsidiary of M/s Asset Homes Pvt Ltd, Kochi as a preliminary expression of the mutual
understandings, agreements and obligations by each party, prior to entering into definitive
agreements in relation to the joint development of 11 acres of the land owned by our company,
after repayment of the project advance from Godrej Properties Limited, received in the year
2008. Your company during this financial year 2024-25, repaid the project advance received
from Godrej Properties Limited for Rs.15 Crore in total as full and final settlement of the project
advance and has released the Charge (Satisfied the Charge) of Godrej Properties Limited on our
Kalamassery land in March 2025. M/s Asset Homes TCM Townships Pvt Ltd would conceive detailed
Development Master Plan forconstructing residential apartments and other structures in this 11 acres land
of your company, after obtaining all necessary permits, approvals etc for the development, funding the
execution of the development, supervising every stage of development, marketing of spaces within
the development and undertake the post-sale obligations on a later stage, the details of which are
to be decided in the Shareholders Agreement and Joint Development Agreement to be entered
subsequently. Your company is also in the process of boosting the operations by taking up more
orders, projects, deals in Healthcare, EdTech, Solar power plants installation and commissioning,
Cattle Feeds and Real Estate.

CONSOLIDATED FINANCIAL STATEMENTS

According to the provisions of Section 129 of the Companies Act 2013 and Indian Accounting
Standards (Ind AS 110), the consolidated audited financial statements are provided in the Annual
Report. The standalone financial statements of the subsidiary companies of TCM Limited as on
31st March 2025 have been displayed at the website of TCM Limited (www.tcmlimited.in).

ANNUAL PERFORMANCE

Details of your Company’s annual financial performance, as published on the Company’s website
after declaration of annual results can be accessed at our website www.tcmlimited.in

SUBSIDIARY COMPANIES

TCM Limited has four subsidiaries, viz.iSpark Learning Solutions Pvt Ltd,TCM Healthcare Private
Ltd, TCM Properties Pvt Ltd and TCM Solar Private Ltd. A Statement containing the salient features
of the financial statement of the Subsidiaries in Form AOC-1 as per Section 129(3) of the Act is
attached to this report as Annexure A. Further, pursuant to the provisions of Section 136 of the Act,
the financial statements along with the relevant documents and separate audited financial statements
in respect of the subsidiaries are available on the website of the Company.

CREDIT RATINGS

During the year under review, the Company has not obtained any credit ratings from any of the credit
rating agencies.

DIVIDEND

The Directors are not in a position to recommend payment of any dividend to the members for
the year ended 31st March, 2025 as the company hasnot made enough profits forthis period for
distribution of dividends, and the company is not in a position to pay dividend for the
FY 2024-2025,though the profits has increased. The directors are of the opinion to use the profits
earned during the year for business purposes and declare the dividend only when there are enough

profits in the coming years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company,
Mr. George Varghese (DIN: 01100001), Non-Executive (Non-Independent) Director, retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.The resolution seeking member’s approval for his re-appointment forms part of the
Notice.

The Company in its Eightieth Annual General Meeting (AGM) held in the year 2024 had appointed
Mr. Ramesh Babu (DIN:02382063) as an Executive Director of the Company, liable to retire by
rotation and he continues in office for the FY 2024-25 from the date of his appointment.

The Board had appointed Mr. Gokul V. Shenoy as the Company Secretary and Mr. M.P. Mohanan as
the Chief Financial Officer of the Company during the previous FY 2018-2019 and they continue to
hold office for the FY 2024-2025. The Company is in compliance with Section 203 of the Companies
Act, 2013. The Independent Directors have submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Act along with Rules framed there under and
Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclo¬
sure Requirements) Regulations, 2015. There has been no change in the circumstances which may
affect their status of independence.

BOARD FAMILIARIZATION AND TRAINING PROGRAMME

At the time of appointment of an Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties, and responsibilities. Furthermore, in
accordance with the requirements of SEBI (LODR) Regulations, 2015, the Company also organizes a
familiarization programme for the Independent Directors to enlighten them about the Company,
their roles, rights, and responsibilities within the Company, the nature of the industry in which the
Company operates, and the business model of the Company, among other aspects.The Board is
regularly updated on changes in statutory provisions, as applicable to your Company. The Board is
also updated on the operations, key trends and risks applicable to your Company’s business. These
updates help the Directors to keep abreast of key changes and their impact on your Company.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors on the basis of inputs from all the directors on criteria such as
Board composition and structure, meeting procedures, informationand functioning, etc. A meeting of
independent Directors, evaluated the performance of non-independent directors, the board as a whole.
The Board expressed its satisfaction of the evaluation process and outcome.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls, and compliance systems established
and maintained by the Company, the work performed by the Internal, Statutory and Secretarial
Auditors and the reviews performed by management and relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were
adequate and effective during the Financial Year 2024-2025.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to their best of their
knowledge and ability, confirm that:

I. In preparing the Annual Accounts for the year ended 31.03.2025, the applicable accounting
standards have been followed and there are no material departures from the same.

II. They 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 at the end of the financial year and of the profit or loss of the Company for
the year ended on that date.

III. They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities.

IV. They have prepared the accounts on a going concern basis.

V. They have laid down internal financial controls to be followed by the company and that such
controls are adequate and operating effectively and

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

LISTING

The shares of the company are listed at the Bombay Stock Exchange. The listing fees has been paid up
to Financial Year 2025-2026. The stock code of the Company at BSE is 524156.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

The Company has complied with the corporate governance regulations of the SEBI Listing Regulations
2015 and the report on corporate governance is annexed together with management discussion and
analysis.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2025 in the prescribed format (MGT-9) is
annexed (Annexure B). The same shall be available in the website of the Company www.tcmlimited.in.

AUDITORS AND AUDIT REPORT

S G M & Associates LLP, Chartered Accountants, Bangalore were appointed as the new Statutory
Auditors in the AGM held on 29th September 2022 for a continuous period of 5 years and are to
continue in office till the conclusion of the AGM to be held in the year 2027. The Audit Report for the
year does not contain any qualification or adverse remarks or disclaimers on the Financial Statements of
the Company for the Financial Year ended 31st March 2025.

SECRETARIAL AUDIT REPORT

M/s. JKM Associates, Company Secretaries,Ernakulam were appointed as secretarial auditors of
the company and their report in terms of section 204 of the Companies Act, 2013 is attached. Their
report for the year does not contain any qualifications.Further, pursuant to amended Regulation 24A
of SEBI Listing Regulations, and subject to members approval being sought at the ensuing AGM;
M/s JKM Associates, Company Secretaries, Ernakulam, (Firm Registration No.P2004TN005100, Peer
reviewed certificate no. 2475/2022, Dt. 22nd July 2022) has been appointed as a Secretarial Auditors
to undertake the Secretarial Audit of your Company for the first term of five consecutive years from
financial year 2025-26 to financial year 2029-30. M/s JKM Associates has confirmed that they are
not disqualified to be appointed as a Secretarial Auditors and is eligible to hold office as Secretarial
Auditors of your Company

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate
governance report. There was no recommendation of the audit committee that was not accepted by the
board.

MEETING OF THE BOARD

Six meetings of the board were held during the year. Details are included in the corporate governance
report.

SECRETARIAL STANDARDS

The Company has complied with all the provisions of applicable Secretarial Standards issued by
Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Government
of India.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

As required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are given as Annexure C.

PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was givenor guarantee provided during the year attracting the provisions of S. 186 of the
Companies Act 2013.The Company has made investments in its Subsidiary Companies and the details
of investments made by the Company are given in the financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed on our website
www.tcmlimited.in . During the year under review, all transactions entered into with related parties
were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in
nature, were approved through omnibus route. As per Listing Regulations, any related party
transactions exceeding Rs.1000 crore or 10% of the consolidated turnover, as per the last audited financial
statement, whichever is lower, is considered as material and requires Members approval. Accordingly,
the Company sought and obtained necessary approval for the year under review. However, there were
no material transactions with any related parties as per the Act. Therefore, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for
FY 25 and hence does not form part of this report.

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND,
FOREIGN EXCHANGE AND R&D

Conservation of Energy, Technology Absorption is not applicable as the company had no energy con¬
suming operations during the year.

Foreign Exchange Earnings and Outgo (Rs. In Lakhs)

Sr. No.	Particulars	2024-25	2023-24
(a)	Foreign Exchange Earnings	0.00	0.00
(b)	Foreign Exchange Outgo	51.14	164.75

CONTRACTS ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangement with related parties during the year, except the interest free
unsecured loan from directors.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is a necessary
component and an integral cornerstone of Corporate Governance. The policy outlines the
framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The
Management has reviewed the Risk Management framework of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there was no amount required to be transferred to the Investor Education
and Protection Fund (IEPF).

VIGIL MECHANISM

Your Company has put in place a vigil mechanism to enable all stake holders to report their concerns
regarding statutory/legal violations, if any, by the company. The details are available on the company’s
website. No such concerns were reported during the year under report.

PREVENTION OF INSIDER TRADING

Your Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI
(Prevention of Insider Trading) Regulations, 2015. The Code has been communicated to all the
employees at the time of orientation and adhered to by the Board of Directors, senior management personnel
and the other persons covered under the code. The Company follows closure of Trading Window prior to
publication of price sensitive information. The Company has adopted Fair Practices Code (FPC) as per the
regulations. The Code of Conduct for Insider Trading Regulation and the Fair Practice Code were
amended to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. Your Company
has obtained license of ‘VIGILANT’ software, developed by our RTA, Cameo Corporate Services
Ltd which is to address the requirements of SEBI Insider Trading Regulations by maintaining the data
internally in your Company server so as to implement the System Driven Disclosure (SDD)
requirements for preventing insider trading.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR
AND REPORT DATE

No material changes and commitments affecting the financial position of the Company have occurred
between the end of the Financial Year (FY 25) of the Company to which the Financial Statements relate
and the date of this report.

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION
OR INCIDENCE

Details of deposits, Issue of equity shares with differential rights/ to employees, Remuneration received
by the Managing director and whole time directors from subsidiaries, Cases filed or reported pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013,
Orders passed by regulators, courts or tribunals that impact the going concern status and future
operations of the company, CSR activities, Changes in subsidiaries and changes in nature of business.
Also, there was no application made or proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the year under review.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for
co-operation extended by the Governmental Agencies, Shareholders, Stock Exchange, Depositories
and Banks from time to time. Your Directors also place on record their appreciation for the contribu¬
tions made by the employees through their dedication, hard work and commitment. Your Directors also
convey thanks and appreciation to the valued customers and dealers for their continued patronage.

By order of the Board
For TCM LIMITED

Sd/- Sd/-

Joseph Varghese Ramesh Babu

Managing Director Director

[DIN:00585755] [DIN:02382063]

Place: Ernakulam
Date :11th August 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting to you the 80^th Annual Reportalong with the Audited Financial Statements of your Company for the year ended 31st March, 2024:

FINANCIAL SUMMARY (Rs. In lakhs)

Particulars	YEAR ENDED 31.03.2024 (Standalone)	YEAR ENDED 31.03.2024 (Consolidated)	YEAR ENDED 31.03.2023 (Consolidated)
Total Income	3246.80	3266.32	736.94
Less: Administrative & Other Expenses	3215.64	3461.61	1129.22
Cash Profit/(Loss)	31.16	(195.29)	(392.28)
Less: Depreciation	7.04	29.66	37.24
Profit/ (Loss) before Exceptional items and Tax	24.12	(224.95)	(429.52)
Exceptional Items	-	-	-
Proft/(Loss) before Tax	24.12	(224.95)	(429.52)
Less: Provision for Income Tax (Current and Deferred Tax)	3.76	3.97	(2.36)
Profit/ (Loss) after Tax	20.36	(228.92)	(427.16)
Add: Other Comprehensive Income/ (Loss)	-	-	-
Net Profit/(Loss) for the year	20.36	(228.92)	(330.11)
Attributable to owners of the Company		(195.01)	(400.43)
Attributable to non-controlling interests		(33.91)	(26.73)

SUMMARY OF BUSINESS OPERATIONS &STATE OF COMPANY’S AFFAIRS

Your Company during the FY 2023-2024 recorded a highest turnover in recent previous years with its business of setting up and commissioning of Solar Power plants, TradingBusiness of Medical Diagnostic products, Manufacture of Cattle Feed and Real Estate. Your Company has recorded a total sales turnover of Rs.3246.80 lakhs in the FY 2023-2024 and shown a net profit after tax of Rs.20.36 lakhs. With regard to Chemical Manufacturing business, the production remains suspended in our Mettur unit, since the year 2011 due to financial constraints and scarcity of raw materials. The manufacturing activities at the Tuticorin was also stopped in the year 2012 and during this financial year, the factory land was liquidated as our company has no intentions to restart chemical manufacturing at this unit.

For Kalamassery unit, your Company during the year has signed a Memorandum of Understanding (MoU) with M/s Asset Homes TCM Townships Pvt Ltd, which is at present a Second Layer

Subsidiary of M/s Asset Homes Pvt Ltd, Kochi as a preliminary expression of the mutual understandings, agreements and obligations by each party, prior to entering into definitive agreements in relation to the joint development of 11 acres of the land owned by our company, after repayment of the project advance from Godrej Properties Limited, received in the year 2008. M/s Asset Homes TCM Townships Pvt Ltd would conceive detailed Development Master Plan for constructing residential apartments and other structures in this 11 acres land of your company, after obtaining all necessary permits, approvals etc for the development, funding the execution of the development, supervising every stage of development, marketing of spaces within the development and undertake the post-sale obligations on a later stage, the details of which are to be decided in the Shareholders Agreement and Joint Development Agreement to be entered subsequently. An amount of Rs. 25 Crore was received by your company as an advance from M/s Asset Homes TCM Townships Pvt Ltd. and out of which Rs. 15 Crore is invested in a commercial property, Hi Lite property, Maradu, Ernakulam, which is treated as a currect asset held for sale. Your company is also in the process of boosting the operations by taking up more orders, projects, deals in Healthcare, EdTech, Solar power plants installation and commissioning, Cattle Feeds and Real Estate.

CONSOLIDATED FINANCIAL STATEMENTS

According to the provisions of Section 129 of the Companies Act 2013 and Indian Accounting Standards (Ind AS 110), the consolidated audited financial statements are provided in the Annual Report. The standalone financial statements of the subsidiary companies of TCM Limited as on 31st March 2024 have been displayed at the website of TCM Limited (www.tcmlimited.in).

ANNUAL PERFORMANCE

Details of your Company’s annual financial performance, as published on the Company’s website after declaration of annual results can be accessed at our website www.tcmlimited.in

SUBSIDIARY COMPANIES

TCM Limited has four subsidiaries, viz.iSpark Learning Solutions Pvt Ltd,TCM Healthcare Private Ltd, TCM Properties Pvt Ltd and TCM Solar Private Ltd. A Statement containing the salient features of the financial statement of the Subsidiaries in Form AOC-1 as per Section 129(3) of the Act is attached to this report as Annexure A. Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with the relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.

CREDIT RATINGS

During the year under review, the Company has not obtained any credit ratings from any of the credit rating agencies.

DIVIDEND

The Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2024 as the company hasnot made enough profits forthis period for distribution of dividends, and the company is not in a position to pay dividend for the FY 2023-2024,though the turnover has increased. The directors are of the opinion to use the profits earned during the year for business purposes and declare the dividend only when there are enough profits.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ramesh Babu (DIN:02382063), Executive(Non-Independent)Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.The resolution seeking member’s approval for his re-appointment forms part of the Notice.

The Company in its 79th Annual General Meeting (AGM) held in the year 2023 had appointed Mrs. Rani Jose DIN:00614349) as a Non-Executive Director of the Company, liable to retire by rotation and she continues in office for the FY 2023-24 from the date of her appointment. Also, in the same AGM, Mr. Joseph Varghese (DIN:00585755) was reappointed the Managing Director for a period of 5 (Five) years with effect from 01st October 2023 and he continues in office for the FY 2023-24.

The Board had appointed Mr. Gokul V. Shenoy as the Company Secretary and Mr. M.P. Mohanan as the Chief Financial Officer of the Company during the previous FY 2018-2019 and they continue to hold office for the FY 2023-2024. The Company is in compliance with Section 203 of the Companies Act, 2013. The Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances which may affect their status of independence.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures, informationand functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole. The Board expressed its satisfaction of the evaluation process and outcome.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls, and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2023-2024.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to their best of their knowledge and ability, confirm that:

I. In preparing the Annual Accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures from the same.

II. They 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 at the end of the financial year and of the profit or loss of the Company for the year ended on that date.

III. They have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. They have prepared the accounts on a going concern basis.

V. They have laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

LISTING

The shares of the company are listed at the Bombay Stock Exchange. The listing fees has been paid up to Financial Year 2024-2025. The stock code of the Company at BSE is 524156.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION &

ANALYSIS

The Company has complied with the corporate governance regulations of the SEBI Listing Regulations 2015 and the report on corporate governance is annexed together with management discussion and analysis.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2024 in the prescribed format (MGT-9) is annexed (Annexure B).The same shall be available in the website of the Company www.tcmlimited.in.

AUDITORS AND AUDIT REPORT

S G M & Associates LLP, Chartered Accountants, Bangalore were appointed as the new StatutoryAuditors in the AGM held on 29th September 2022 for a continuous period of 5 years and are to continue in office till the conclusion of the AGM to be held in the year 2027. The Audit Report for the year does not contain any qualification or adverse remarks or disclaimers on the Financial Statements of the Company for the Financial Year ended 31st March 2024.

SECRETARIAL AUDIT REPORT

M/s. JKM Associates, Company Secretaries,Ernakulam were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, 2013 is attached. Their report for the year does not contain any qualifications.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

MEETING OF THE BOARD

Seven meetings of the board were held during the year. Details are included in the corporate governance report.

SECRETARIAL STANDARDS

The Company has complied with all the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

As required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure C.

PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was givenor guarantee provided during the year attracting the provisions of S. 186 of the Companies Act 2013.The Company has made investments in its Subsidiary Companies and the details of investments made by the Company are given in the financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on our website www.tcmlim-ited.in . During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature,

were approved through omnibus route. As per Listing Regulations, any related party transactions exceeding Rs.1000 crore or 10% of the consolidated turnover, as per the last audited financial statement, whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought and obtained necessary approval for the year under review. However, there were no material transactions with any related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY 24 and hence does not form part of this report.

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND, FOREIGN EXCHANGE AND R&D

Conservation of Energy, Technology Absorption is not applicable as the company had no energy consuming operations during the year.

Foreign Exchange Earnings and Outgo

(Rs. In Lakhs)

Sr. No.	Particulars	2023-24	2022-23
(a)	Foreign Exchange Earnings	0.00	0.00
(b)	Foreign Exchange Outgo	164.75	157.81

CONTRACTS ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangement with related parties during the year, except the interest free unsecured loan from directors.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is a necessary component and an integral cornerstone of Corporate Governance. The policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has reviewed the Risk Management framework of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there was no amount required to be transferred to the Investor Education and Protection Fund (IEPF).

VIGIL MECHANISM

Your Company has put in place a vigil mechanism to enable all stake holders to report their concerns regarding statutory/legal violations, if any, by the company. The details are available on the company’s website. No such concerns were reported during the year under report.

PREVENTION OF INSIDER TRADING

Your Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI (Prevention of Insider Trading) Regulations, 2015. The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, senior management personnel and the other persons covered under the code. The Company follows closure of Trading Window prior to publication of price sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. The Code of Conduct for Insider Trading Regulation and the Fair Practice Code were amended to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. Your Company has obtained license of ‘VIGILANT’ software, developed by our RTA, Cameo Corporate Services Ltd which is to address the requirements of SEBI Insider Trading Regulations by maintaining the data internally in your Company server so as to implement the System Driven Disclosure (SDD) requirements for preventing insider trading.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY 24) of the Company to which the Financial Statements relate and the date of this report.

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE

Details of deposits, Issue of equity shares with differential rights/ to employees, Remuneration received by the Managing director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries and changes in nature of business. Also, there was no application made or proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by theGovernmental Agencies, Shareholders, Stock Exchange, Depositories and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their deication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

By order of the Board For TCM LIMITED

Sd/- Sd/-

Joseph Varghese Ramesh Babu

Managing Director Director

[DIN:00585755] [DIN:02382063]

Place: Ernakulam Date :14th August 2024

---

Mar 31, 2016

The Directors have pleasure in presenting to you the 72nd Annual Report together with the audited accounts for the year ended 31st March, 2016:

FINANCIAL PERFORMANCE OF THE COMPANY

Rs in lakhs

PARTICULARS	YEAR ENDED
	31.03.2016	31.03.2015
Sales- gross	-	-
Other income	6.30	2.10
Employee Cost	4.36	4.89
Financial Cost	0.07	0.07
Depreciation	6.29	7.37
Net Loss	49.86	48.19

DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2016.

STATE OF COMPANY’S AFFAIRS

Since April 2012, the production in the Tuticorin unit remains suspended, because of financial constraints and scarcity of raw materials. There was no manufacturing or sales during the year under report. The manufacturing activities at the Mettur Unit is also remain suspended.

As regards Kalamassery unit, the company had signed an MOU with Godrej Properties Limited for a property Development Project, which was approved by the Hon’ble BIFR. However, on an application filed before AAIFR by a shareholder for stay of the order of the BIFR, the appellate Authority for AAIFR, New Delhi ordered maintenance of Status quo. Now the matter is pending for order/s of the appropriate authority.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. George Varghese retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

The company has received declarations from all the independent directors of the company confirming that they meet the prescribed criteria of independence. Being a sick unit for many years, the company has no key managerial personnel other than the Mg. director who is without remuneration. The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.

ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

I. In preparing the Annual Accounts for the year ended 31.03.2016, the applicable accounting standards have been followed and there are no material departures from the same.

II. The Directors had 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 at the end of the financial year and of the profit or loss of the Company for the year ended on that date.

III. The directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are being restarted and the BIFR revival scheme is under preparation.

V! The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

VI. 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.

LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid up to and including 2016-2017.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

Though the corporate governance regulations (17 to 27 and 46) of the SEBI Listing regulations 2015 are not mandatory to the company, it has substantially complied with most of the corporate governance regulations and the report on corporate governance is annexed together with management discussion and analysis.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2016 in the prescribed format (MGT-9) is annexed.

AUDITORS AND AUDIT REPORT

M/s. VBSK and Company, Chartered accountants, statutory auditors of the company appointed in the 2014- AGM hold office until the conclusion of the annual general meeting for the financial year 2017-18, subject to ratification by the ensuing AGM. The board recommend their continuation in office.

As regards the qualifications, comments in the audit report for the year, your directors would submit that:

1. The company is trying to obtain confirmation from debtors and creditors. However, the company being not in operation for a long period of time and registered with BIFR, there are limitations in this regard.

2. The company, a sick unit without normal functioning, is trying to obtain certified copies of all documents in respect of the investment as these were lost / misplaced during the long period of closure of the company

3. The company is trying to get its applications for exception from land ceiling disposed of at the earliest.

4. Letters of confirmations of deposits were sent to all parties who have not replied probably because the accounts are non operative for long time

5. Letters of confirmations of balances were sent to all banks who have not replied probably because the accounts are non operative for long period.

6. The company being closed for a very long period and continue to be a sick unit, necessary steps in respect of regularizing all statutory dues are being taken, considering the revival scheme pending with BIFR

7. The company being closed for a very long period and continue to be a sick unit, necessary steps are being taken to transfer this amount to the IEPF

SECRETARIAL AUDIT REPORT

M/s. K P Thomas & Co., Company Secretaries, were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, 2013 is attached. As regards qualifications/comments in the report your directors would submit that:

(i) The matter of cessation of office of director of Mr. T. Thirugnanam is sub-judice.

(ii) The company being sick for many years has appointed only the Mg. director, without payment of any remuneration. Other appointments will be done on revival of operations

(iii) the unpaid amount is being paid to IEP fund without further delay (iv) internal auditor will be appointed on revival of operations. (v) advt. not made due to paucity of funds. However, efforts are being made to comply. (vi) the matter of payment of labour dues is subject matter of BIFR scheme.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

MEETING OF THE BOARD

Six meetings of the board were held during the year. Details are included in the corporate governance report.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

No remuneration was paid to any of the directors and there was no employee in receipt of remuneration in excess of the limits in terms of Rule 5(2).

PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was given, investments made, or guarantee provided during the year attracting the provisions of S. 186 of the Companies Act 2013.

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND, FOREEIGN EXCHANGE AND R&D

Not applicable as the company had no operations or foreign exchange transaction during the year.

CONTRACTS ARRANGEMENTS WITH RELATAED PARTIES

There was no contract or arrangement with related parties during the year, except the interest free unsecured loan from a director.

RISK MANAGEMENT

Being a sick unit registered with the BIFR, the company faces various risks — operational, financial, market share etc. A proper assessment can be possible only on approval of the revival scheme. Your directors are vigorously pursuing the BIFR proceedings.

VIGIL MECHANISM

Your company has put in place a vigil mechanism to enable all stake holders to report their concerns regarding statutory/legal violations, if any, by the company. The details are available on the company’s website. No such concerns were reported during the year under report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per your board’s evaluation, the company has adequate internal finance control systems and processes commensurate with its level of activities

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE

NIL

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE

Details of deposits, Issue of equity shares with differential rights and to employees, Remuneration received by the Mg director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel ) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries, Changes in subsidiaries and changes in nature of business.

ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. The Board also wished to place on record its appreciation for the co-operation extended by all ranks of employees and trade unions.

By order of the Board

For TCM LIMITED

Joseph Varghese George Varghese

Managing Director Director

Place: Ernakulam

Date : 06.08.2016

---

Mar 31, 2014

DIRECTORS REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting to you the 70th Annual Report together with the,audited accounts for the year ended 31st March, 2014:

I. FINANCIAL PERFORMANCE OF THE COMPANY

YEAR ENDED Rs in lakhs PARTICULARS 31.03.2014 31.03.2013

Sales-gross - 1.79

Other income 5.48 1.98

Employee Cost 81.63 77.25

Financial Cost 0.06 0.09

Depreciation 27.52 27.85

Net Loss 14.43 23.42

II. DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2014.

III. EXISTING STATUS

Since April 2012, the production in the Tuticorin unit remains suspended, because of financial constraints and scarcity of raw materials. There was no manufacturing or sales during the year report. The manufacturing activities at the Mettur Unit is also suspended. As regards Kalamassery unit, the company had signed and MOU with Godrej Properties Limited for a property Development Project. This was approved by the Hon''ble BIFR. However, on an application filed before AAIFR by a shareholder to stay the order of the BIFR, the appellate Authority for AAIFR, New Delhi ordered to maintain the Status quo. Now the matter is pending before the Hon''ble High Court New Delhi for Final Orders.

IV. DIRECTORS

Mr. George Varghese and Mr. Thirugnanam retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

Mr. T S Rajagopalan and Mr. Ramesh Babu were appointed as independent directors, liable to retire by rotation. In terms of Section 149 of the Companies Act 2013, independent directors are to be appointed for term upto 5 consecutive years and are not liable to retire by rotation. They, having consented are, therefore, proposed to be reappointed as independent directors for 5 consecutive years, not liable to retire by rotation. In the opinion of the board they meet the criteria for independent directors.

V. DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

VI. PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII. STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2011 - 2012 :

Nil

b Additional Investments and proposals, if any, being implemented for reduction of consumption of energy :

Not applicable

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods :

Not applicable

d Total energy consumption and energy consumption per unit of production in

Not Applicable

Form A

2. TECHNOLOGY ABSORPTION IsM

1 Research & Development (R&D) specific areas in which R&D carried out by the company

: Nil

2 Benefits Derived as a result of above R&D

: Not Applicable -

3 Future plan of action :

Constant study to be made in all vital areas to reduce the cost when operations restart.

4 Expenditure on R&D

: Nil

VIII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departufes.

ii. That the Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX. LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid up to and including 2013-2014.

X. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI. SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383A (1) the Companies Act, 1956 is attached.

XII. QUALIFICATIONS IN AUDIT REPORT

(i) Confirmation from debtors and creditors are being obtained by the company .However the management had to give a request letter to auditors not to seek external confirmation, because of the fact that if letter go to people ,they will start asking for payment which the company is not able to give ,as the company is in revival path, any outflow at this moment, other than day to day operation would severely jeopardize the substratum of the company.

(ii) The company, a sick unit without normal functioning, is trying to obtain certified copies of all documents in respect of the investment as these were lost / misplaced during the long period of closure of the company.

(iii) The company is trying to get its applications for exception from land ceiling disposed of at the earliest.

(iv) Letters of confirmations of deposits were sent to all parties who have not replied probably because the accounts are non operative for long time

(v) Letters of confirmations of balances were sent to all banks who have not replied probably because the accounts are non operative for long period.

(vi) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps for introducing formal internal audit are being taken.

(vii) The company was closed for a very long period and continue to be a sick unit though started functioning. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and tiie same is pending

(viii) The company registered with BIFR was closed for very long period and continue to be a sick unit though has started operations. The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

The company was closed for a very long period and continue to be a sick unit though started functioning. The company is in the process of ascertaining the status of the assets and its impairment.

(viii) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps in respect of employee benefits are being taken, considering the revival scheme pending with BIFR

XI. AUDITORS

M/s. VBSK and Company, Chartered accountants, statutory auditors of the company hold office until the conclusion of the ensuing annual general meeting and they have submitted a letter pursuant to Sec. 139/141 of the Companies Act 2013 regarding their eligibility for reappointment. The board recommend their reappointment to hold office for a further term of 3 financial years pursuant to Sec. 139 of the Act.

XII. FOREIGN EXCHANGE

Outgo - NIL Earning - NIL

XIII. ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. The Board also wished to place on record its appreciation for the co-operation extended by all ranks of employees and trade unions.

By order of the Board For TCM LIMITED

Joseph Varghese George Varghese T S Rajagopalan Managing Director Director Director

Place: Ernakulam Date :09.08.2014

---

Mar 31, 2012

The Directors have pleasure in presenting to you the 68th Annual Report together with the audited accounts for the year ended 31st March, 2012:

I. FINANCIAL PERFORMANCE OF THE COMPANY

PARTICULARS Year Ended Year Ended 31.03.12 31.03.11 Rs in lakhs.

Sales-gross 24.03 161.43

Material cost 9.04 57.51

Employee Cost 79.58 123.51

Excise Duty 2.08 15.35

Financial Cost .03 0.16

Depreciation 29.49 32.79

Net Loss (143.98) (242.23)

II DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2012.

III EXISTING STATUS:

The production at Tuticorin unit and Metur unit is corrently suspended mainly due the uncertainties faced by the company due to the prolonged litigation that the company is facing in various courts filed by a few shareholders and the matter is still subjudice, in addition to the lack of bank finance for working capital. Production during the year under report was 30.55 MT as compared to 671.50 MT in the previous year. Sales revenue was Rs. 24.03 lakhs this year as compared to Rs. 161.43 lakhs in the previous year.The company plans to initiate trading activities in the company's products to keep is foothhold in the market.

As regards Kalamassery unit, the company had signed and MOU with Godrej Properties Limited for a property Development Project. This was approved by the Hon'ble BIFR. However, this has become a subject matter of litigation and the matter is laying before various courts. Some shareholders have also filed applications before BIFR seeking various orders and the same are pending for orders by the BIFR. Till the matters are resolved, the situation at Kalamassery unit is likely to remain as status quo.

IV DIRECTORS

Mr.T Tirugnanam and Mr. Antony Varghese retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

V DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

VI PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII STATEMENT ON CONSERVATION OF ENERGY,

TECHNOLOGYABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2011 - 2012

Due to reduction of maximum demand by 50% power cost is substantially reduced. Introduction of capacitors to all motors, has resulted in reduced energy consumption. Statement in Form A is annexured.

b Additional Investments and proposals ,if any, being implemented for reduction of consumption of energy

Not applicable

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods Not significant due to lower level of production

d Total energy consumption and energy consumption per unit of production in Form A

Not applicable

2. TECHNOLOGY ABSORPTION .

1 Research & Development (R&D) specific areas in which R&D carried out by the company

Nil

2 Benefits Derived as a result of above R&D Not applicable Constant study to be made in all vital areas to

3 Future plan of action reduce the cost further

4 Expenditure on R&D .Nil

VIII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors had 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 at the end ' of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid upto and including 2011-2012.

X.CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383 A(1) the Companies Act, 1956 is attached.

XII QUALIFICATIONS IN AUDIT REPORT

(i) Confirmation from debtors and creditors are being obtained by the company. However the management had to give a request letter to auditors not to seek , external confirmation, because of the fact that if letter goes to people ,they will start asking for money which the company is not able to give ,as the company is in revival path, any outflow at this moment, other than operation would severely jeoparadize the substratum of the company

(ii) The company is trying to obtain certified copies of ail documents in respect of the investment as these were lost / misplaced during the long period of closure of the company.

(iii) The company is trying to get its application s for exception from land ceiiing disposed ' of at the earliest.

(iv) Letters of confirmations of deposits were sent to aii parties who have not replied probably because the accounts are non operative for long time

(v) Letters of confirmations of balances were sent to ail banks who have not replied probably because the accounts are non operative for long period.

(vi) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps for introducing formal Internal audit are being taken.

(vii) The company was closed for a very long period and continue to be a sick unit though started functioning. The company is in the process of ascertaining the status of the assets and its impairment.

(viii) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps in respect of empioyee benefits are being taken, considering the revival scheme pending with BIFR

(ix) The company was ciosed for a very long period and continue to be a sick unit though started functioning. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and the same is pending

(x) The company registered with BIFR was closed for very long period and continue to be a sick unit though has started operations. The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

XI AUDITORS

M/s VBSK and Company, the Statutory Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditors for the next financial year.

XII FOREIGN EXCHANGE

Outgo - NIL Earning NIL

XIII ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. The Board also wished to place on record its appreciation for the co-_operation extended by all ranks of employees and trade unions.

By order of the Board

For TCM LIMITED

Joseph Varghese Georcje Varghese T S Rajagopalan

Managing Director Director Director

Place: Ernakulam

Date : 03.08.2012

---

Mar 31, 2010

The Directors have pleasure in presenting to you the 66th Annual Report together with the audited accounts for the year ended 31st March, 2010

FINANCIAL PERFORMANCE OF THE COMPANY

PARTICULARS Year Ended Year Ended

31.03.10 31.03.09

Rs in lakhs

Sales 771.86 221.43

Raw Material & Packing Materials 381.01 145.46

Power 193.18 43.54

Employee Cost 158.81 129.28

Excise Duty 59.69 28.20

Financial Cost 3.20 0.90

Depreciation 33.20 32.11

Net Loss (299.07) (3.49)

II DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March,2010.

III EXISTING STATUS:

The Tuticorin unit restarted in 2007 and the Mettur unit restarted in 2008 are operating smoothly. The total production and sales have substantially increased. Production during the year under report was 4412.87 MT as compared to 1018.76 MT in the previous year. Sales revenue increased to Rs. 712.17 lakhs this year from Rs. 193.23 lakhs in the previous year.

Your company has entered into an MOU with M/s Godrej Properties Limited for developing the Kalamassery Unit in the field of property development, construction and infrastructure Development, which has been approved by the Honble BIFR. However, as on date, the Appellate Authority for Industrial and Financial Reconstruction, New Delhi has ordered a status quo on the proceedings on an application filed by a shareholder praying for stay on the BIFR impugned order dated 28-11-2008 inter alia approving the above MOU and permitting the Company to enter into a Joint Venture Development Agreement with M/s Godrej Properties Ltd for its proposed project at Kalamassery, Cochin, Kerela. The matter is kept for Final Order.

IV DIRECTORS

Mr. George Varghese, Mr. Antony Varghese and Mr. T Raja retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

V DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

VI PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2009-2010

All the old power factor improving capacitors checked and lesser capacity capacitors has been paralled and connected to all Sub-switch boards for 3 transformers and maintained the power factor to the incentive level, for the entire operational period and obtained incentive from TNEB besides controlled the max. demand to the extend of 60 to 65 KVA / month

b Additional Investments and proposals ,if any, being implemented for reduction of consumption of energy

Proposal is.already made to provide automatic power factor control panel for each transformer.

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods

Savings in energy and cost reduction

d Total energy consumption and energy consumption per unit of production in Form A

Not applicable

2. TECHNOLOGY ABSORPTION

1 Research & Development (R&D) specific areas in which R&D carried out by the company

Nil

2 Benefits derived as a result of above R&D Not applicable

3 Future plan of action Constant study is being made in all vital areas

to reduce the cost further

4 Expenditure on R&D Nil

VIII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That he Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid upto and including 2009-2010.

X. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383 A(1) the Companies Act, 1956 is attached.

XII QUALIFICATIONS IN AUDIT REPORT

1. Being a sick company response from the debtors and creditors is very poor and only a very few concern send the conformations.

2. The company is in the process of obtaining duplicate copies of all documents in

respect of the investment as these were lost / misplaced during the long period of closure of the company.

3. Letters of confirmations of balances were sent to all banks who have not replied probably because the accounts are non operative for long period.

4. Letters of confirmations of deposits were sent to all parties who have not replied probably because the accounts are non operative for long time

5. The company is trying to get its applications for exemption from land ceiling disposed of at the earliest.

6. The company was closed for a very long period and started functioning only during last year and necessary steps for introducing formal internal audit are being taken.

7. The company was closed for a very long period and started functioning only during last year. The company is in the process of ascertaining the status of the assets and its impairment.

8. The company was closed for a vary long period and started functioning only during last year and necessary steps in respects of employee benefits are being taken, considering the revival scheme pending with BIFR

9. The company was closed for a very long period and started functioning only during last year. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and the same is pending

10. The company registered with BIFR was closed for very long period and has started operations only last year .The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

XIII AUDITORS

M/s VBSK and Company, the Statutory Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditors for the next financial year.

XIV FOREIGN EXCHANGE

Outgo - Rs. 5154624 equivalent to USD 109400.00 Earning NIL

XV ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and Bank of Baroda and State Bank of Travancore for their guidance and co-operation. The Board also wished to place on record its appreciation for the cooperation extended by all ranks of employees and trade unions.

By order of the Board For TCM LIMITED

Place: Ernakulam Joseph Varghese T Thirugnanam

Date: 31.07.2010 Managing Director Chairman