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A Oneindia Venture

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Sensex 85,428.59 +0.59%

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Sensex 85,428.59 +0.59%

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Notes to Accounts of Transport Corporation of India Ltd.

Mar 31, 2025

*The Board of Directors at its meeting held on 21^st August, 2024 had approved buy-back of up to 1,333,333 equity shares of the Company for an aggregate amount not exceeding '' 1,600 Mn (excluding tax on buyback), being 1.72% of the total paid up equity share capital (as on that date) at '' 1,200/- per equity share. Accordingly, the Company bought back 1,333,333 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on 27^th September 2024. The total amount utilized in the Buyback is '' 1,600 Mn (excluding transaction costs). Consequently, subscribed and paid up capital of the Company has reduced by '' 2.67 Mn. The premium paid on buyback of equity shares has been appropriated from the Securities Premium and General Reserve.

b) Rights/Preferences/Restrictions Attached to Equity Shares

The Company has only one class of equity shares having a par value of '' 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

1 The Company has incurred interest cost during the year in the range of 6.75% to 8.65% p.a on long term borrowings (31^st March 2024: range were 6.75% to 8.85% p.a).

2 Working capital loans are secured by hypothecation of book debts as primary security along with land properties Situated at "Khasra No. 4-21 Min, 22 Min, 8-1,2, 3 Min, 5 Min, 8 Min, 9-1 Min, 10-1, 12-2, 13-1,9-5, 6-1-1, in the revenue estate of Village Jhundsarai Viran, Tehsil Farokh Nagar, Pataudi, Gurugram (Haryana)." as collateral.

3 The Company has incurred interest cost on weighted average of Effective interest rate during the year 8.09% on borrowings (31^st March 2024: 8.01 %).

4 There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

5 No loans have been guaranteed by the directors and others.

6 The Company is generally regular in registering and filling of satisfaction of charges with ROC within the statutory period during the year ended 31^st March 2025.

7 The quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of accounts except as follows:

33. Exceptional Items

For the year ended 31^st March 2025 and 31^st March 2024

The Company has made investments in TCI Holding Asia Pacific Pte. Ltd (""the entity""), wholly owned subsidiary, amounting to '' 94.18 Mn. Owing to certain indicators for diminution in value of investment, during the year ended 31^st March 2025, the management of the Company has assessed an additional diminution of '' 17.98 Mn (31^stMarch 2024: '' 17.20 Mn) (earlier years '' 59.00 Mn) in the recoverable amount of investments held in the entity. The Company had made investment in Cargo Exchange Private Limited, associate, amounting to '' 67.50 Mn. Owing to certain indicators for diminution in value of investment, during the year ended 31^st March 2024, the management of the Company has assessed an additional diminution of '' 33.75 Mn (earlier years: '' 33.75 Mn) (Refer Note No. 51). The management of the Company envisages that the aggregate amount of impairment recognised in the books is adequate and no further adjustment is required. The Company has treated the impairment loss as an exceptional item in the Statement of Profit and Loss.

35. Earnings Per Equity Share

The Company''s Earnings Per Share (''EPS'') is determined based on the net profit attributable to the shareholders of the Company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.

36. FINANCIAL INSTRUMENTS i) Fair Values Hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The Company''s risk management is carried out by a central treasury department (of the Company) under policies approved by the Board of Directors. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit Risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks and financial institutions. a) Credit Risk Management

The finance function of the Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

A: No Risk B: Low Risk C: Medium Risk D: High Risk

The risk parameters are same for all financial assets for all period presented. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 180 days past due. A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

B) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company''s liquidity management policy involves considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to the same as and when fall due.

Maturities of Financial Liabilities

The table below provides the details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments. (Balances due within 12 months are equal to their carrying balances as the impact of discounting is not significant)

C) Price Risk Exposure

The Company''s exposure price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments in equity securities, the Company diversifies its portfolio of assets.

Sensitivity

Below is the sensitivity of profit or loss and equity changes in fair value of investments in equity. The analysis is based on the assumption that price has increased/decreased by 1% with all other variables held constant, and that all the companies equities instruments moved in line with the price.

D) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company''s exposure to interest rate risk relates primarily to interest bearing financial liabilities. Interest rate risk is managed by the company on an on-going basis with the primary objective of limiting the extent to which interest expense could be affected by an adverse movement in interest rates.

The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

38. CAPITAL MANAGEMENT

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

41. Segment Information Operating Segments:

a) Freight Division b) Supply Chain Solutions Division c) Seaways Division d) Energy Division

Identification of Segments:

The chief operating decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/ services and have been identified as per the quantitative criteria specified in the Ind AS 108.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property plant and equipment, trade receivables, cash and cash equivalents etc. Segment liabilities primarily includes Current liabilities except for borrowings. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets/liabilities.

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at company level.

These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds of relevant economic markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management''s historical experience.

Gratuity

The Company has a defined benefit gratuity plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded by the company and is managed by a separate Approved Trust. The liability for the same is recognized on the basis of actuarial valuation.

The weighted average duration of the defined benefit obligation As at 31^st March 2025 is 10 years (31^st March 2024: 9 years).

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:

B) Employee Stock Option Plan

The Company during the year has granted 130,000 Stock Options to its eligible employees in accordance with the Employee Stock Option Plan-2017 (7th Tranche), vesting period being 1, 2, and 3 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of ''2 each on payment of ''440 per share, the exercise price. The fair value of option determined on the date of grant is ''506.74 based on black scholes methodology. The impact of above for the years is ''65.88 Mn, accordingly provision and disclosure have been considered in the financial statements.

43. LEASES:

a) Company as Lessor:

The Company has given its Properties on lease under Cancellable operating leases to Group Companies. The total lease income during the year is '' 75.79 Mn (31^st March 2024 : '' 75.63 Mn)

b) Company as Lessee:

The Company''s lease asset primarily consist of leases for land and buildings for branch offices and warehouses having the various lease terms. At the date of commencement of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term leases and low value leases. The Company also has certain leases of with lease terms of 12 months or less. The Company applies the ''short-term leases'' & ''low value leases'' recognition exemptions for these leases.

44. CONTINGENT LIABILITIES AND COMMITMENTS:-
Particulars			As at 31^st March 2025	As at 31^st March 2024
(i)	Contingent Liabilities
	(a)	Claims Against the Company not Acknowledged as Debt
		Excise/Entry Tax/Trade Tax/Octroi/Stamp Duty	5.47	5.46
		Sales Tax/Goods and Service Tax	99.61	86.54
		Other Matters under Dispute not acknowledged as debt	13.62	23.02
	(b)	Guarantees excluding Financial Guarantees; and Counter Guarantees Outstanding	160.60	297.09
	(c)	Corporate Guarantee (Refer Note No. 47)	93.57	93.57
(ii)	Commitments
		Estimated Amount of Contracts Remaining to be Executed on Capital Account and Not Provided for (Net of Advance for Tangible Assets)	4,392.01	407.86

c. Details of transactions of advances or loans or investments of funds (either from the borrowed funds or share premium or any other sources or kind of funds), as prescribed to any other person(s) or entity (ies), including foreign entities (intermediaries)

A The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

B The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

d. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

e. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

f. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

g. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

46. CORPORATE SOCIAL RESPONSIBILITY (CSR)

(a) As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The areas for CSR activities are Promoting education, preventive healthcare, special education and employment enhancing vocation skills, rural /nationally recognised/ Paralympic and Olympic sports, and Rural Development.

47. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

Loan given to TCI Cold Chain Solutions Limited is at floating rate (linked to Repo rate 2.25% spread) (effective rate of interest as on 31^st March 2025: 8.50% p.a.) repayable on or before 4 years from the date of drawdown. (Refer Note No. 9)

The Company had given loan of '' 5 Mn to TCI Chemlog Private Limited (wholly owned subsidiary) during the year at an interest rate of 9% p.a. which has been repaid by the subsidiary during the year.

Investments made are given under the respective heads (Refer Note No. 8)

Corporate Guarantees given by the Company in respect of loans as at 31^st March 2025

49. (a) '' 141.07 Mn outstanding As at 31^st March 2025 due to Micro and Small Enterprises registered under Micro, Small and Medium

Enterprises development Act, 2006, (MSME) ( 31^st March 2024: '' 32.31 Mn).

(b) Interest paid/payable to the enterprises registered under MSMED Act is '' 0.05 Mn ( 31^st March 2024: '' 0.13 Mn).

50. The Company entered into a Business Transfer Agreement ("BTA") with its wholly owned subsidiary namely TCI Chemlog Private Limited (TCPL) on November 1^st, 2024 for transfer of its chemical logistics business undertaking as a going concern, on slump sale basis, for a total consideration of '' 452.40 Mn. Accordingly, TCPL is now carrying chemical logistics business effective November 1^st, 2024. As per terms of the BTA, the slump sale consideration is to be discharged by TCPL by issuance of securities in form of equity shares. Hence, investment in TCPL stands at '' 452.50 Mn as on 31^st March 2025.

51. On 30^th October, 2023, the Board of Directors of the Company approved scheme of arrangement (""The Scheme"") involving amalgamation of its wholly owned subsidiary ""TCI Ventures Limited"" and its step down subsidiary ""Stratsol Logistics Private Limited"" with the Company, in accordance with the provisions of Section 230 to 232 read with Section 234, of the Companies Act, 2013. On 19^thDecember, 2023, the Company filed the Scheme with the Hon''ble National Company Law Tribunal. The Scheme has been approved by the Hon''ble National Company Law Tribunal, Hyderabad bench (""NCLT"") vide its order dated 14^th August 2024 (certified copy of the order received on 19^th August 2024). The said Tribunal order was filed with the Registrar of Companies by the Company on 19^th August 2024, thereby the Scheme becoming effective on that date. The appointed date of the Scheme is 1^st April 2023.

Accordingly, the Company has accounted the amalgamation giving effect to the Scheme, in accordance with Appendix C of Ind AS 103, Business Combination as on the effective date, in the following manner:

a) The assets and liabilities of TCIV and SLPL are reflected at their respective book values.

b) The financial information in the financial statements in respect of prior periods are restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

c) The Company has preserved the identity of the reserves of TCIV and SLPL, and has recorded in its books in the same form as they appeared in the books of TCIV and SLPL.

As part of the Scheme, the equity shares held by the Company in TCIV amounting to '' 86.55 Mn and the equity shares held by TCIV in SLPL amounting to '' 29.25 Mn stand cancelled. The authorised equity share capital of TCIV of '' 120 Mn and SLPL of

'' 40 Mn are transferred to and amalgamated with the authorised equity share capital of the Company, which now stands at '' 360 Mn. Consequently, the standalone financial statements for the year ended 31^st March 2024 have been restated to include the audited financial statements of TCIV and SLPL.

i. The audit trail was enabled for changes for the newly implemented module used for maintaining the books of accounts relating to the Property, plant and equipment and intangible assets only with effect from 1^st May 2024

ii. audit trail feature is not enabled at the database level insofar as it relates to the Company''s ERP and other related accounting software.

Further no instance of audit trail feature being tampered with was noted at the application layer with respect to the accounting software. The Company has not enabled audit trail feature at database level since it adds a significant load which slows down the server. The management is considering necessary possible steps to ensure compliance in this regard. Further, the Audit Trail, other than the abovementioned exceptions, has been preserved by the Company as per the statutory requirements for record retention.

53. Previous year figure''s have been regrouped /rearranged wherever considered necessary.

Mar 31, 2024

Rights/Preferences/Restrictions Attached to Equity Shares

1. The Company has incurred interest cost during the year in the range of 6.75% to 8.85% p.a on long term borrowings (31^st March 2023: range were 6.75% to 8.68% p.a).

2. Working capital loans are secured by hypothecation of book debts as primary security along with land properties Situated at "Khasra No. 4-21 Min, 22 Min, 8-1, 2, 3 Min, 5 Min, 8 Min, 9-1 Min, 10-1, 12-2, 13-1, 9-5, 6-1-1, in the revenue estate of Village Jhundsarai Viran, Tehsil Farokh Nagar, Pataudi, Gurugram (Haryana)." as collateral.

3. The Company has incurred interest cost on weighted average of Effective interest rate during the year 8.01% on borrowings (31^stMarch 2023: 7.50 %).

4. There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

5. No loans have been guaranteed by the directors and others.

6. The Company is generally regular in registering and filling of satisfaction of charges with ROC within the statutory period during the Period ended 31^st March 2024.

7. The quarterly returns or statements of current assets filed by the Company with the banks or financial institutions are in agreement with the books of accounts except as follows:

33. EXCEPTIONAL ITEMSFor the year ended 31^st March 2024 and 31^st March 2023

The Company has made investments in TCI Holding Asia Pacific Pte. Ltd ("the entity"), wholly owned subsidiary, amounting to '' 94.18 Mn. Owing to certain indicators for diminution in value of investment, the management of the Company has assessed an additional diminution of '' 17.20 Mn (previous year '' 10.00 Mn) (earlier years '' 59.00Mn) in the recoverable amount of investments held in the entity. The management of the Company envisages that the aggregate amount of impairment recognised in the books is adequate and no further adjustment is required. The Company has treated the impairment loss as an exceptional item in the Statement of Profit and Loss.

35. EARNINGS PER EQUITY SHARE

36. FINANCIAL INSTRUMENTS i) Fair Values Hierarchy

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iv) Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

(i) Net assets value method

(ii) Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow method and Net assets value method, as deemed fit by the Company''s management.

Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk grading determined by the Company''s internal credit risk management group.

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks and financial institutions.

a) Credit Risk Management

A: No Risk B: Low Risk C: Medium Risk D: High Risk

B) Liquidity Risk

Sensitivity

D) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

38. CAPITAL MANAGEMENT

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

41. SEGMENT INFORMATION Operating Segments:

a) Freight Division b) Supply Chain Solutions Division

c) Seaways Division d) Energy Division

Identification of Segments:

The chief operating decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS 108.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at Company level.

Gratuity

The weighted average duration of the defined benefit obligation As at 31^st March 2024 is 9 years (31^st March 2023: 9 years).

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:

B) Employee Stock Option Plan

The Company during the year has granted 152,000 Stock Options to its eligible employees in accordance with the Employee Stock Option Plan-2017 (6^th Tranche), vesting period being 1, 2, and 3 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of '' 2 each on payment of '' 365 per share, the exercise price. The fair value of option determined on the date of grant is '' 370.23 based on black scholes methodology. The impact of above for the years is '' 56.27 Mn, accordingly provision and disclosure have been considered in the financial statements.

b) Company as Lessee:

44.	CONTINGENT LIABILITIES AND COMMITMENTS:'' in Mn
	Particulars		As at 31^st March 2024	As at 31^st March 2023
	(i)	Contingent Liabilities
		(a) Claims Against the Company not Acknowledged as Debt
		Sales Tax/Goods and Service Tax/Excise/Entry Tax/Trade Tax/Octroi/Stamp Duty	92.00	100.04
		Other Matters under Dispute not acknowledged as debt	23.02	35.43
		(b) Guarantees excluding Financial Guarantees; and Counter Guarantees Outstanding	390.66	274.33
	(ii)	Commitments
		Estimated Amount of Contracts Remaining to be Executed on Capital Account and Not Provided for (Net of Advance for Tangible Assets)	407.86	327.85

c) Details of transactions of advances or loans or investments of funds (either from the borrowed funds or share premium or any other sources or kind of funds), as prescribed to any other person(s) or entity (ies), including foreign entities (intermediaries)

The Company makes strategic investment in various entities through its wholly owned subsidiary TCI Ventures Limited. In compliance with Rule 11 (e) of Companies (Audit and Auditors) Rules, 2014, as amended, the investment made by the Company through equity shares or loans into TCI Ventures Limited and subsequent investment by TCI Ventures Limited in other entities is disclosed below:-

The Company has complied with all the provisions of the Companies Act for such transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002

d) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

e) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

f) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

g) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

46. CORPORATE SOCIAL RESPONSIBILITY (CSR)

47. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

Loan given to TCI Ventures Limited (a wholly owned subsidiary) is at 9% p.a. repayable on 31^st March 2026 for making strategic investment in various entities (Refer Note No. 9)

49. (a) '' 32.31 Mn outstanding as at 31^st March 2024 due to Micro and Small Enterprises registered under Micro, Small and Medium

Enterprises development Act, 2006, (MSME) ( 31^st March 2023: '' 67.31 Mn).

(b) Interest paid/payable to the enterprises registered under MSMED Act is '' 0.13 Mn ( 31^st March 2023: '' 0.30 Mn).

50. On 31^st March 2021, the Company was identified as a Large Corporate Borrower based on the criteria given under the SEBI circular SEBI/HO/DDHS/CIR/P/2018/144 dated 26^th November 2018. Consequently, the Company was required to raise 25% of the incremental borrowings during FY 2021-22 by issuing debt securities, which amounted to '' 5.38 million. Despite attempting to raise funds through debt securities, the coupon rates available in the debt capital market during those financial years were higher compared to rupee term loans from banks. Additionally, the size of the issuance was too small to find a source at reasonable rates. However, as of 31^st March 2024, the company no longer falls under the criteria of a Large Corporate Borrower, as per SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated 19^th October 2023.

51. On 30^th October, 2023, the Board of Directors of the Company approved scheme of arrangement ("The Scheme") involving amalgamation of its wholly owned subsidiary "TCI Ventures Limited" and its step down subsidiary "Stratsol Logistics Private Limited" with the Company, in accordance with the provisions of Section 230 to 232 read with Section 234, of the Companies Act, 2013. On 19^th December, 2023, the Company filed the Scheme with the Hon''ble National Company Law Tribunal. The Scheme will be effective subject to the approval of the Hon''ble National Company Law Tribunal. The appointed date for the said scheme is 1^st April, 2023 and the accounting impact will be given once the Scheme comes into effect .

52. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to the Company''s ERP and other related accounting software. Further no instance of audit trail feature being tampered with was noted at the application layer with respect to the accounting software. The Company has not enabled audit trail feature at database level since it adds a significant load which slows down the server. The management is considering necessary possible steps to ensure compliance in this regard.

53. Previous year figures have been regrouped /rearranged wherever considered necessary.

Mar 31, 2023

Rights/Preferences/Restrictions Attached to Equity Shares

I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

[337 EXCEPTIONAL ITEMS

For the year ended 31^st March 2023

The Company has made investments in TCI Holding Asia Pacific Pte. Ltd ("the entity"), wholly owned subsidiary, amounting to '' 94.18 Mn. Owing to certain indicators for diminution in value of investment, the management of the Company has assessed an addtional diminution of '' 10 Mn, (earlier years '' 49 Mn) in the recoverable amount of investments held in the entity. The management of the Company envisages that the aggregate amount of impairment recognized in the books is adequate and no further adjustment is required. The Company has treated the impairment loss as an exceptional item in the Statement of Profit and Loss.

[367 FINANCIAL INSTRUMENTS i) Fair Values Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fairvalue offinancial instruments thatare not traded inan active market is determined using valuation techniques which maximize the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iv) Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

(i) Net assets value method

(ii) Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow method and Net assets value method, as deemed fit by the Company''s management.

A) Credit Risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortized cost and deposits with banks and financial institutions.

a) Credit Risk Management

A: No Risk B: Low Risk C: Medium Risk D: High Risk

b) Credit Risk Exposure

Provision for Expected Credit Losses

B) Liquidity Risk

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company''s liquidity management policy involves considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to the same as and when fall due.

Maturities of Financial Liabilities

C) Price Risk Exposure

Sensitivity

[387 CAPITAL MANAGEMENT

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

[~4t7 segment information

Operating Segments:

a) Freight Division b) Supply Chain Solutions Division

c) Seaways Division d) Energy Division

Identification of Segments:

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at company level.

Gratuity

The Company has a defined benefit gratuity plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded by the Company and is managed by a separate Approved Trust. The liability for the same is recognized on the basis of actuarial valuation.

The weighted average duration of the defined benefit obligation as at 31^st March 2023 is 9 years (31^st March 2022: 9 years).

Company as Lessee:

The Company''s lease asset primarily consist of leases for land and buildings for branch offices and warehouses having the various lease terms. At the date of commencement of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term leases and low value leases. The Company aplies the "short term lease" & "low value leases" recognition exemptions for these leases.

44. CONTINGENT LIABILITIES AND COMMITMENTS:- ('' in Mn)
Particulars	As at 31^st March 2023	As at 31^st March 2022
(i) Contingent Liabilities
(a) Claims Against the Company not Acknowledged as Debt
Sales Tax/Goods and Service Tax/Excise/Entry Tax/Trade Tax/Octroi/ Stamp Duty	100.04	28.63
Other Matters under Dispute not acknowledged as debt	35.43	24.67
(b) Guarantees excluding Financial Guarantees; and Counter Guarantees Outstanding	274.33	190.70
(ii) Commitments
Estimated Amount of Contracts Remaining to be Executed on Capital Account and Not Provided for (Net of Advance for Tangible Assets)	327.85	154.77

The Company has complied with all the provisions of the Companies Act for such transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002

d The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

e The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

f The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

g The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

46. CORPORATE SOCIAL RESPONSIBILITY (CSR)

(a) As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The areas for CSR activities are Promoting education, preventive healthcare, special education and employment enhancing vocation skills, rural /nationally recognised/ Paralympic and Olympic sports, and Rural Development. The funds were primarily allocated to a corpus and utilized throughout the year on those activities which are specified in Schedule VII of the Companies Act, 2013.

49. (a) '' 67.31 Mn outstanding as at 31^st March 2023 due to Micro and Small Enterprises registered under Micro, Small and Medium

Enterprises development Act, 2006, (MSME) ( 31^st March 2022: '' 38.90 Mn).

(b) Interest paid/payable to the enterprises register under MSMED Act is '' 0.30 Mn ( 31^st March 2022: '' 0.01 Mn).

50. Previous year figure''s have been regrouped /rearranged wherever considered necessary.

Mar 31, 2022

1. The Company has incurred interest cost during the year in the range of 6.75% to 9.00% p.a on long term borrowings (31^st March 2021 range were 7.15% to 9.55% p.a).

3. The Company has incurred interest cost on weighted average of Effective interest rate during the year 4.56% on short term borrowings (31^st March 2021 6.87 %).

4. There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

5. No loans have been guaranteed by the directors and others.

6. The company submits monthly statements of current assets with banks and there are no material discrepancies.

7. The company is generally regular in registering and filling of satisfaction of charges with ROC within the statutory period during the year ended 31^st March 2022.

~| EXCEPTIONAL ITEMS

For the year ended 31^st March 2021

a) The Company had conducted an impairment test of Wind Power Plants located in Maharashtra and Rajasthan, which are treated as cash generating units, being components of Energy Division disclosed in the Note 41 Segment Reporting, in accordance with Ind AS 36 "Impairment of Assets". Based on the terms of Power Purchase Agreement entered with the power procurers and further operational indicators, the management envisaged that economic performance of the asset would be lower than the expectations and estimated the recoverable amount being '' 393.51 Lakhs, as ''the value in use'', and accordingly recognised a further impairment loss of '' 262.60 Lakhs (earlier years '' 987.68 Lakhs), being the excess of carrying amount of the asset over its recoverable amount. Accordingly, the impairment loss of '' 262.60 Lakhs had been treated as an exceptional item in the Statement of Profit and Loss.

b) The Company had disposed off of its ship "TCI-Vijay" which resulted in a loss on sale of ''1,043 lakhs. The loss on disposal has been treated as an exceptional item in the Statement of Profit and Loss.

c) The Company has made investments in TCI Holding Asia Pacific Pte. Ltd ("the entity"), wholly owned subsidiary, amounting to '' 941.83 Lakhs. Owing to certain indicators for diminution in value of investment, the management of the Company has assessed an addtional diminution of '' 90 lakhs, (earlier years '' 400 lakhs) in the recoverable amount of investments held in the entity. The management of the Company envisages that the aggregate amount of impairment recognised in the books is adequate and no further adjustment is required. The Company had treated the impairment loss recognised as an exceptional item in the Statement of Profit and Loss.

~| FINANCIAL INSTRUMENTS i) Fair Values Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

iv) Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

(i) Net assets value method

(ii) Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow method and Net assets value method, as deemed fit by the Company''s management.

The Company''s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A. Credit Risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortized cost and deposits with banks and financial institutions. a. Credit Risk Management

A: No Risk B: Low Risk C: Medium Risk D: High Risk

B. Liquidity Risk

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to the same as and when fall due.

C. Price Risk Exposure

~| CAPITAL MANAGEMENT

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Identification of Segments:

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Gratuity

The Company has a defined benefit gratuity plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded by the Company and is managed by a separate Approved Trust. The liability for the same is recognized on the basis of actuarial valuation.

The weighted average duration of the defined benefit obligation as at 31^st March, 2022 is 9 years (31^st March, 2021: 9 years).

44j CONTINGENT LIABILITIES AND COMMITMENTS		('' in Lakhs)
Particulars	As at 31^st March, 2022	As at 31^st March, 2021
(i) Contingent Liabilities
(a) Claims Against the Company not Acknowledged as Debt
Sales Tax/Excise/Entry Tax/ESI/Trade Tax/Octroi/Stamp Duty	286.25	339.90
Other demands under Dispute not acknowledged as debt	246.73	210.10
(b) Guarantees excluding Financial Guarantees; and Counter Guarantees Outstanding	1,906.97	2,166.59
(ii) Commitments
Estimated Amount of Contracts Remaining to be Executed on Capital Account and Not Provided for (Net of Advance on Tangible Assets)	1,547.68	1,284.51

Mar 31, 2018

1. Corporate Information

Transport Corporation of India Ltd. (âTCILâ or âthe Companyâ) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Transport Corporation of India is Indiaâs leading end to end integrated supply chain and logistics solutions provider (LSP) and a pioneer in the sphere of cargo transportation in India. Leveraging on its extensive infrastructure, strong foundation and skilled manpower, TCIL offers seamless multimodal transportation solutions. An ISO 9001:2008 certified company, TCIL is listed with premier stock exchanges, namely, NSE and BSE.

General Information and Statement of Compliance with Ind AS

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (âMCAâ)). The Company has uniformly applied the accounting policies during the periods presented.

The standalone financial statements for the year ended 31^st March 2018 were authorized and approved for issue by the Board of Directors on 16^th May 2018.

a) Rights/Preferences/Restrictions Attached to Equity Shares

The Parent Company has only one class of equity shares having a par value of RS.2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.

In the event of liquidation of the Parent Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

Borrowings From Banks are Secured, in Respect of Respective Facilities By Way of :

Working capital loans are secured by hypothecation of book debts as primary security along with land properties as collateral. The Company have incurred interest cost on weighted average of Effective interest rate during the year 7.35 % on short term borrowings (Previous year 7.33 %).

Note: Exceptional items for the year ended 31^st March 2018 of RS.400 Lakhs for possible diminution in the value of investments of TCI Holding Asia Pacific Pte Ltd., and overseas wholly owned subsidiary of the Company which held the shares of PT TCI Global, PT TCI Global Indonesia, TCI Global Thailand Co. Ltd. as these Companies have been liquidated during the year. The provision of RS.400 Lakhs is considered adequate by the management at this stage.

2. Earnings Per Equity Share

The Company Earnings Per Share (âEPSâ) is determined based on the net profit attributable to the shareholdersâ of the Parent. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.

3. Financial Instruments

i) Fair Values Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and minimize the reliance on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iv) Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

(i) Net assets value method

(ii) Valuation of investment in unquoted equity shares has been made using the Discounted Cash-Flow Model and Net Assets Value method, as deemed fit by the Companyâs management Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk grading determined by the Companyâs internal credit risk management group.

(v) The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See above (iv)(b)(ii) for the valuation techniques adopted

The Companyâs risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit Risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks and financial institutions.

a) Credit Risk Management

A: No Risk B: Low Risk C: Medium Risk D: High Risk

The risk parameters are same for all financial assets for all period presented. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than (60 days past due). A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

B) Liquidity Risk

Management monitors rolling forecasts of the Companyâs liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Companyâs liquidity management policy involves considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Maturities of Financial Liabilities

The tables below analyse the Companyâs financial liabilities into relevant maturity Companyings based on their contractual maturities for all financial liabilities and

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

C) Price Risk Exposure

The Companyâs exposure price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments in equity securities, the Company diversifies its portfolio of assets.

4. Capital Management

The Companyâ s capital management objectives are

- to ensure the Companyâs ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet. Management assesses the Companyâs capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Companyâs various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

(i) Loan Covenants

Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:

- the gearing ratio must be not more than 50%

- the ratio of net finance cost to EBITDA must be not more than 10 Times.

The Company has complied with these covenants throughout the reporting period. As at 31^st March 2018, the ratio of net finance cost to EBITDA was 6.12 times (31^st March 2017: 7.77 times).

5. Segment Information

Operating Segments:

a) Freight Division b) Supply Chain Solutions Division

c) Seaways Division d) Energy Division

Identification of Segments:

The chief operating decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure and unallocated income.

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property plant and equipment, trade receivables, cash and cash equivalents etc. Segment liabilities primarily include trade payables, borrowings and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets / liabilities.

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at company level.

Leave Obligations

The leave obligations cover the Company liability for earned leaves.The amount of provision of RS.266.32 Lakhs (31^st March 2017 RS.252.85 Lakhs ) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations.

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the group makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at 31^st March 2018 is 17 years (31^st March 2017: 17 years).

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:

6A. Employee Stock Option Plan

The Company during the year has granted 2,93,750 Stock Options to its eligible employees.The Company in accordance with the Employee Stock Options Scheme 2006 Part IX (âTCI ESOS 2006â), vesting period being 4 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of RS.2 each on payment of RS.140 per share, the exercise price. The fair value of option determined on the date of grant is RS.135.51 based on black scholes methodology. The impact of above for the year is RS.202.82 , accordingly provision and disclosure have been considered in the financial statements.

7. Leases:

a) Operating Lease Company as Lessor:

The Company has given its Wind-power plants on lease under non-cancellable operating leases expiring in future. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

b) Operating Lease Company as Lessee:

The Company has significant operating lease for land. These lease arrangement for period from 30 years to 99 years which includes non cancellable lease. Most of the lease are renewable for further period on mutually agreeable terms and also include esclation clauses.

The company has entered into cancellable operating lease for office premises and employee accommodation . The tenure of leases generally varies from 11 months to 2 years. Terms of lease include operating terms for renewal, terms of cancellation etc. Lease payment in respect of above lease are recognised in statement of profit and loss under head other expenses

8. (a) Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013

9. Details of Loans Given, Investments Made and Guarantee Given Covered u/s 186 (4) of the Companies Act, 2013

Investments made are given under the respective heads (Refer note 5)

Corporate Guarantees given by the Company in respect of loans as at 31^st March 2018

10. (a) There is no outstanding as at 31^st March 2018 due to Micro and Small Enterprises registered under Micro, Small and Medium Enterprises development Act, 2006, (MSME).

(b) Interest paid/payable to the enterprises register under MSME H NIL ( Previous Year H NIL).

11. Previous year figureâs have been regrouped /rearranged wherever considered necessary.

Mar 31, 2017

1.Capital management

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company''s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

(i) Loan Covenants

Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:

- the gearing ratio must be not more than 50%

- the ratio of net finance cost to EBITDA must be not more than 10%.

The Company has complied with these covenants throughout the reporting period. As at 31^st March 2017, the ratio of net finance cost to EBITDA was 4% (31^st March 2016 - 3%).

2. Segment Information Operating Segments:

a) Freight Division: b) Supply Chain Solutions Division: c) Seaways Division:

d) Energy Division: e) XPS Division (Demerged):

Identification of Segments:

The chief operating decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income). Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property plant and equipment, trade receivables, cash and cash equivalents etc. Segment liabilities primarily include trade payables, borrowings and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets / liabilities.

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at company level.

Leave Obligations

The lease obligations cover the Company liability for earned leaves. The amount of provision ofRs,36,997,539 (31^st March 2016Rs,33,023,982 1^st April 2015Rs,28,158,097) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the group makes contributions to recognized funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at 31 March 2017 is 17 years (31^st March 2016: 17 years).

The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as follows: Changes in defined benefit obligation

3.(a) Corporate Social Responsibility (CSR)

(b) Contributions towards CSR

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. Expenditure by way of contribution to various trusts and institutions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs, 223 lakh.

4. Details of Loans Given, Investments Made and Guarantee Given Covered u/s 186 (4) of the Companies Act, 2013

Investments made are given under the respective heads (Refer note 6)

Corporate Guarantees given by the Company in respect of loans

5. Discontinued Operation (Demerger ofTCI XPS Undertaking)

The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 (the scheme) between Transport Corporation of India Limited (the demerged company) and its wholly owned subsidiary TCI Express Limited (formerly known as TCI Properties (Pune) Limited) (the resulting company) and their respective shareholders and the creditors of the two companies for demerger of the XPS undertaking of the demerged company into TCI Express limited with the appointed date at the close of business hours on 31^st March 2016, has been sanctioned by the Hon''ble Telengana and Andhra Pradesh High Court by an order dated 14^th June, 2016 and a certified copy thereof has been filed with the Registerar of the Companies, Hyderabad. The scheme, being effective from the appointed date, provides for:

a) Issue of one equity share of Rs, 2 each by TCI Express Limited for two equity shares of Rs, 2 each of the demerged company

b) Cancellation of 50,000 equity shares of Rs, 10 each of the TCI express Ltd held by the demerged company under the provisions of sections 102 to 103 of the Companies Act 1956 and same has been adjusted with General Reserve.

c) In respect of the above adjustments it is deemed that the special resolution as contemplated under Article 62 of the Article of Association of the demerged company and under section 100 of the Companies act 1956 has been passed and all the procedures required under section 100 of the Companies Act, 1956 for reduction of share capital have been complied with.

d) I n Pursuant to the Scheme, losses of Rs, 2,13,739,400 on liquidation of the wholly owned subsidiary of the demerged company TCI Global Holding (Mauritius) Limited shall be adjusted in the statement of profit and loss and an equivalent amount of such loss shall be transferred from Securities Premium Account to the Statement of Profit and Loss.

e) The amount of difference in the net value of assets shall be adjusted against reserves as envisaged under the Scheme.

6. First-Time Adoption of Ind AS

These financial statements, for the year ended 31^st March 2017, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31^st March 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31^st March 2017, together with the comparative period data as at and for the year ended 31^st March 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1 April 2015, the Company''s date of transition to Ind AS. An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

Exemptions and Exceptions Availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS

(a) Ind AS Optional Exemptions Deemed Cost

Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the Company has elected to measures all of its property, plant and equipment and intangible assets at their previous GAAP carrying values. Investment in Subsidiaries, Jointly Controlled Entities and Associates

Ind AS 101 permits a first-time adopter to choose the previous GAAP carrying amount at the entity''s date of transition to Ind AS to measure the investment in the subsidiary, jointly controlled entities and associates as the deemed cost. Accordingly, the Company has opted to measure its investment in subsidiary, jointly controlled entities and associates at deemed cost i.e., previous GAAP carrying amount.

Share Based Payment

Ind AS 102 Share-based Payment has not been applied to equity instruments in share-based payment transactions that vested before the transition date, i.e. 1^st April 2015.

Business Combinations

Ind AS 103, Business Combinations has not been applied to acquisition of subsidiaries, which are considered under Ind AS that occurred before 1^st April 2015. Use of this exemption means that Indian GAAP carrying amount of assets and liabilities, that are required to be recognized under Ind AS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with the respective Ind AS.

(b) Ind AS Mandatory Exceptions Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is an objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Impairment of financial assets based on expected credit loss model.

Classification and measurement of financial assessing AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS."

c) Reconciliations Between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

d) Notes to First-Time Adoption:

Note : 7.

AS 19 excluded lease agreements to use land from its scope. However, lease agreements to use land are within the scope of Ind AS 17. Accordingly, in accordance with principles set out in Ind AS 17, land lease agreements have been determined to be operating lease arrangements.

Accordingly, amount paid upfront which was earlier recognized under previous GAAP as a fixed asset has been derecognized having a net impact of Rs, 155.24 lakh on 1^st April 2015 and of Rs, Nil for the FY 2015 -16. Accordingly, amortization on leasehold land has also been charged amounting to Rs, 30.07 lakh as on 1^st April 2015 and Rs, 2.32 lakhs in the FY 2015 -16.

The above has resulted in a net impact of Rs, 30.07 lakh as on 1^st April 2015 and Rs, 32.39 lakhs as on 31^st March 2016 in equity. Further, this has resulted an impact of Rs, 2.32 lakhs in the net profit for the FY 2015 -16.

Note : 8

Under Indian GAAP, proposed dividends including DDT are recognized as a liability in the period to which they relate, irrespective of when they are declared/paid. Under Ind AS, a proposed dividend is recognized as a liability in the period in which it is declared by the company (usually when approved by shareholders in a general meeting) or paid which happens after year end.

Therefore, the liability of Rs, 817 lakh for the year ended on 31^st March 2015 recorded for proposed dividend & their tax has been derecognized on 1^st April 2015 and the same has been recognized as an appropriation of profit in the FY 2015-16.

Note : 9

Interest free security deposits paid/received were carried at nominal cost under previous GAAP. On application of Ind AS 109, all such financial assets are now being measured at amortized cost using effective rate of interest. At the date of transition to Ind AS, difference between the amortized cost and Indian GAAP carrying amount these security deposits lacs has been recognized as prepaid rent. Correspondingly, interest income/expense on security deposits and amortization of prepaid rent have also been accounted for.

The above recognition has a net impact of Rs, 1.92 lakh in the FY 2015 -16.

Note : 10

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP. In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity. The net impact on deferred tax liabilities is of Rs, 126.32 lakh on 1^st April 2015 and Rs, 87.15 lakh on 31^st March 2016.

Note : 11

Both under Indian GAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized to retained earnings through OCI. Thus, remeasurements gains of Rs, 102.33 lakh has been reduced from the net profit of the FY 2015-16 and has been recognized in OCI at Rs, 66.9 lakh (net of tax). This has no resulting impact on equity.

Note : 12

Under Previous GAAP, current investments were measured at lower of cost or fair value and long term investments were measured at cost less diminution which is other than temporary, under Ind AS financial asset other than amortized cost are subsequently measured at fair value.

The Company holds investment in equity instruments of companies and mutual funds with the objective of both collecting contractual cash flows which give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has also made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of equity investments not held for trading. This has resulted in increase in investments reserve by Rs, 310.61 lakh as at 1^st April 2015 and by Rs, 33.32 lacs as at 31^st March 2016, net of related deferred taxes.

Investments in mutual funds have been classified as fair value through statement of profit and loss and changes in fair values are recognized in statement of profit and loss. This has resulted in decreased in retained earnings by Rs, 17.85 lakh as at 1^st April 2015 and by Rs, 20.50 lakh as at 31^st March 2016 and decreased in net profit by Rs, 2.64 lakh for the year ended 31^st March 2016.

Note : 13

Under Previous GAAP, revenue from rendering services were recognized using either Percentage of completion method or completed contract method. Under Ind AS, revenue from rendering of services is recognized using Percentage of completion method.

Accordingly, the Company has changed its accounting policy for recognising revenue and associated costs from logistic services on the basis of Percentage of completion method. The above recognition has a net impact of Rs, 1323.62 lakh on 1^st April 2015 and Rs, 261.24 lakh in the FY 2015 -16 accumulating to Rs, 1584.86 lakh on 31^st March 2016.

Note : 14

Under Indian GAAP, the Company has created provision for impairment of receivables consists only in respect of specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on Expected Loss model (ECL). Due to ECL model, the group impaired its trade receivable by Rs, 991.55 lakh on 1^st April 2015 which has been eliminated against retained earnings. The impact of Rs, 52.93 lakh for year ended on 31^st March 2016 has been recognized in the statement of profit and loss.

Note : 15

Under Indian GAAP, the Company recognized only the intrinsic value for the share based ayments as an expense. Ind AS requires the fair value of the share options to be determined using an appropriate pricing model recognized over the vesting period. An expense of Rs, 17.61 lakh has been reduced recognized in the statement of profit and loss for the year ending 31^st March 2016.

Note : 16

Ind AS 16 requires significant component parts of an item of property, plant and equipment to be depreciated separately. Accordingly, the cost of major overhaul (Dry docking cost) is capitalized and depreciated separately over the period to the next major overhaul. At the date of transition to Ind AS, an increase of Rs, 253.14 lakh was recognized in property, plant and equipment net of accumulated depreciation due to separate depreciation of significant components of property, plant and equipment. This amount has been recognized against retained earnings. For the year ended on 31^st March 2016, increase in depreciation was charged in the statement of profit and loss for Rs, 257.54 lakh and correspondingly dry dock expenses which was debited in statement of profit and loss reversed of Rs, 622.49 lakh.

Note : 17

The Company has reclassified certain items of assets and liabilities to comply with the requirements of Ind AS. This has no resulting impact on equity and net profit.]

Note : 18

The transition from previous GAAP to Ind AS has not made a material impact on the statement of cash flows.

Mar 31, 2016

1. The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 (the Scheme) between Transport Corporation of India Limited (the Demerged Company) and its wholly owned subsidiary TCI Express Limited (formerly known as TCI Properties (Pune) Limited - the Resulting Company) and their respective shareholders and the creditors of the two companies for demerger of the XPS undertaking of the Demerged Company into TCI Express limited with the appointed date at the close of business hours on 31st March 2016, has been sanctioned by the Hon''ble Telengana and Andhra Pradesh High Court by an order dated 14th June, 2016 and a certified copy thereof has been filed with the Registerar of Companies, Hyderabad. The scheme, being effective from the appointed date, provides for:

a) Issue of one equity share of Rs. 2 each by TCI Express Limited (Formerly known as TCI Properties (Pune) Ltd. for two equity shares of Rs. 2 each of the Demerged Company

b) Cancellation of 50,000 equity shares of Rs. 10 each of TCI express Ltd (Formerly known as TCI Properties (Pune) Ltd. held by the demerged company under the provisions of sections 102 to 103 of the Companies Act 1956 and same has been adjusted with General Reserve. In respect of the above adjustments it is deemed that the special resolution as contemplated under Article 62 of the Article of Association of the demerged company and under section 100 of the Companies Act 1956 has been passed and all the procedures required under section 100 of the Companies Act, 1956 for reduction of share capital have been complied with.

c) Loss of Rs. 2,13,739,400 on liquidation of the wholly owned subsidiary of the demerged company TCI Global Holding (Mauritius) Limited has been adjusted in the statement of profit and loss and an equivalent amount transferred from Securities Premium Account to the Statement of Profit and Loss.

d) The amount of difference in the net value of assets has been adjusted against reserves as per the Scheme.

e) All the assets and liabilities of the XPS Undertaking has been transferred as a going concern at the values appearing in the books of the Demerged Company at the close of business hours on 31st March 2016. The particulars of assets and liabilities transferred are as follows

2. a) There is no outstanding as at 31st March 2016 due to Micro and Small Enterprises registered under Micro, Small and Medium Enterprises development Act, 2006, (MSME)

b) Interest paid/payable to the enterprises register under MSME Rs. NIL ( Previous Year NIL)

3. Previous year figure''s have been regrouped /rearranged wherever considered necessary

Mar 31, 2015

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

Shares Reserved for Issue Under Options:

9,81,500 equity share of Rs. 2/- each are reserved under employee stock option scheme as on 31st March, 2015 (Previous year 800,000). Of this 140,000 options, 31 1,500 options and 530,000 options will vest in the year 2015-16, 2016-17 and 2017-18 respectively.

Note:

(i) On allotment of 24,00,000 Equity shares by way of preferential allotment and 3,25,320 Equity shares under Employees'' Stock Option Scheme.

(ii) Transferred to Statement of Profit and Loss in the previous year being depreciation provided on revalued amount.

(iii) In respect of options granted under the Employees'' Stock Option Scheme and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of options (based on market value of share on the date of grant of options minus option price) is accounted as deferred employee compensation, which is amortised on a straight line basis over the vesting period. Consequently Employee benifits expenses includes Rs. 178,83,984 (Previous Year Rs. 28,96,277) being amortisation of deferred employee compensation.

(iv) Transferred to Security Premium Reserve on allotment of equity shares during the year under Employees'' Stock Option Scheme.

(v) Amount utilized for acquisition of Ships.

2. RELATED PARTY DISCLOSURES

I. List of Related Parties:

Key MAnagement Personal:

Mr. D.P. Agarwal

Mr.Vineet Agarwal

Mr. Chander Agarwal

Relatives of Key Management Personal:

Mrs. Priyanka Agarwal (Wife of Mr.Vineet Agarwal)

Associates:

TCI Global Logistics Ltd.

Bhoruka Finance Corporation of India Ltd.

TCI Industries Ltd.

Bhoruka International Pvt. Ltd.

TCI Properties (Guj) - Partnership firm

TCI Properties (Delhi) -Partnership firm

TCI Developers Ltd.

TCI Properties (West) Ltd.

TCI Distribution Centres Ltd.

TCI Exim Pvt. Ltd.

XPS Cargo Services Ltd.

TCI India Ltd.

TCI Warehousing (MH) - Partnership firm

TCI Properties (South) -Partnership firm

TCI Properties (NCR) - Partnership firm

TCI Infrastructure Ltd.

TCI Apex Pal Hospitality India Pvt. Ltd.

Subsidiaries/ Step Doen Subsideries :

PT TCI Global

TCI Global (Thailand) Co. Ltd., Thailand

TCI Global Pte Ltd., Singapore

TCI Global (Shanghai) Co. Ltd., China

TCI Holdings Asia Pacific Pte Ltd., Singapore

TCI Global Holdings (Mauritius) Ltd., Mauritius

TCI Properties (Pune) Ltd.

TCI Holding SA & E Pte Ltd.Singapore

TCI Global (HKG) Ltd., Hong Kong

TCI Global Logistik Gmbh, Germany Transport Co of India (Mauritius)Ltd., Mauritius

TCI Global (Malaysia) Sdn Bhd, Malaysia

TCI GlobalBrazil Logistica Ltd, Brazil

TCI Holdings Netherlands B.V., Netherlands

TCI-CONCOR Multimodal Solutions Pvt. Ltd.

TCI Transportation CompanyNigeria Ltd.

PT. TCI Global, Indonesia

3. CONTINGENT LIABILITIES AND COMMITMENTS:-

Particulas 31st march 2015 31st March 2014 In Rs in Rs Contingent liabilities Provide in respect of following :

Trade Tax/ Octroi/ Duty/ ESI and other demands under dispute 47,184,441 33,777,681

Guarantees and Counter Guarantees Outstanding 454,154,421 519,399,227

Income Tax demands under dispute 3,397,540 -

4. In respect of assets taken under non-cancellable operating lease, the future minimum lease payments as on 31st March 2015 are:

5. Details of Loans given, Investments made and Guarantees given covered u/s 186 (4) of the Companies Act, 2013 Investments made are given under the respective heads (Refer note 10).

Corporate Guarantees given by the Company in respect of loans as at 31st March, 2015:

6. As per Section 135 of the Companies Act, 2013, a Corporate Social Responsible committee has been formed by the Company. Expenditure by way of contribution to various trusts and institutions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs. 172 lacs.

7. a) There is no outstanding as at 31st March 2015 due to Micro and Small Enterprises registered under Micro, Small and

Medium Enterprises development Act, 2006, (MSME).

b) Interest paid/payable to the enterprises register under MSME Rs. NIL (Previous Year NIL).

8 . Previous year figure''s have been regrouped /rearranged wherever considered necessary.

Mar 31, 2013

1. Explanation to abridged financial statement

(i) Assets and liabilities include balances which are both current and non-current in nature

(ii) The previous year figures have been re-grouped/re-claissfied whereever necessary to conform to current presentation

(iii) Managerial remuneration excludes perquisite value of company''s car and shares allotted under employee stock option 5. Exceptional Item (note 11 (i), (ii) & (iii) of annual standalone financial statements)

(i) Anne Sofie Scan Aps , the joint venture company , was liquidated and final payment on liquidation has been received during the year . The loss on this account has been adjusted against the provision of Rs 100 lacs, made in the year 2011- 12 and excess provision of Rs 32.54 Lacs written back as an exception item.

(ii) The company has made investment in share capital and loans and advances to its overseas wholly owned subsidiaries namely TCI Global (Shanghai) Co. Ltd,TCI Express Pte.Ltd and Transport Co of India (Mauritius) Ltd of Rs 3.70 crores . The net worth of these subsidiaries has substantially eroded because of losses incurred from year-to-year. A provision of Rs 3 crores was made during the year 2011-12 and a further provision of 70 lacs made in these accounts as an exceptional item for diminution in value of investment and possible losses that may arise in respect of loans and advances. The aggregate provision of Rs 3.70 Crores is considered adequate by the management at this stage

(iii) The company has made investment in share capital of its wholly owned subsidiary TCI Global Holdings (Mauritius) Ltd of Rs 19.80 crore (including 4.66 crore made during the year). The net worth of the subsidiary has substantially eroded because of losses incurred from year-to-year. Because of the strategic nature of the investment, improved performance during the year and considering that the subsidiary is proposed to be merged with the parent shortly during the year 2013-14 , the management does not consider it necessary to make provision for diminution in the value of investment.

Mar 31, 2012

A. 5 Exceptional Items (note 11 (i) and (ii) of annual standalone financial statements)

(i) Ann Sofie Scan ApS has discontinued its operations during the year and is under liquidation. A provision for estimated loss of Rs.1,00,00,000 on such liquidation has been made during the year and has been charged as Exceptional Item in the Statement of Profit & Loss.

(ii) The Company has made investments in share capital and loans & advances to its overseas subsidiaries aggregating to Rs 19,52,08,478. The net worth of these overseas subsidiaries has substantially eroded because of losses suffered from year to year. A provision of Rs 3,00,00,000 has been made during the year for possible losses, in this regard and charged as Exceptional Item in the Statement of Profit & Loss which is considered adequate by the Board at this stage.

Mar 31, 2011

1. The Company exercised the option in terms of amendments notified on 31st March 2009 to the Accounting Standard 11 (AS 11) "The effects of changes in Foreign Exchange ratesÃ and the exchange gain/ loss on restatement of foreign currency borrowings relating to acquisition of depreciable assets was adjusted to the respective asset account. The balance gain/ loss on restatement was carried to the "Foreign Currency Monetary Item Translation Difference AccountÃ to be amortized not beyond 31st March 2011. Accordingly the amount remaining to be amortized as at 31st March 2011 has been fully adjusted and the balance at the year end is nil.

2. Income Tax demand of Rs. 215.46 millions (including interest) has been received during the year by the company against which an appeal has been filed and the same is pending. There are Income-tax demands of Rs.161.51 millions for earlier years for which appeals are also pending at various stages. In respect of the above a sum of Rs.150.38 millions has been paid and/ or adjusted by the authorities against refunds due. A provision in this behalf of Rs.40 million has been made in these accounts which is considered adequate at this stage.

3 a) The Scheme of Arrangement for demerger of Real Estate & Warehousing Division of the Company as a going concern into the wholly owned subsidiary TCI Developers Ltd. has been approved by the Honble High Court of Andhra Pradesh by Order dated 15th September 2010. The Scheme has accordingly been given effect to in the accounts effective from the Appointed Date 1st April 2010.

b) In accordance with the scheme shareholders of the company have been allotted 3,629,431 equity shares of Rs. 10 each by TCI Developers Ltd. in the ratio of 1 equity share in TCI Developers Ltd. for every 20 equity shares of Rs. 2 each held in the Company. On such allotment TCI Developers has ceased to be a subsidiary of the Company.

d) The company is deemed to have been carrying on all business activities relating to the demerged undertaking with effect from 1st April 2010 for and on account of and in trust of the transferee company. All profits or losses, income and expenses accruing or arising or incurred on or after 1st April 2010 relating to the said undertaking have been transferred to the transferee company, TCI Developers Ltd.

e) Titles of the demerged immovable properties are still being held in the name of the Company and are in the process of being transferred in the name of TCI Developers Ltd.

4. The Company has made investments in share capital and loans & advances to its overseas subsidiary and joint venture companies aggregating to Rs. 177.49 millions. The net worth of these overseas subsidiary and joint venture companies has substantially eroded because of losses suffered from year to year. The working of these companies is expected to improve in the near future. In view of the strategic nature of the investments no provision is considered necessary at this stage.

5. Related party disclosures a. List of related parties:

i. Key Management Personnel:

- MrD.P.Agarwal -MrVineet Agarwal

- MrChander Agarwal -MrKPrabhakar

ii. Relatives of Key management Personnel:

- Mr. Ashok Agarwal (Brother of Mr.D.P.Agarwal) - Mrs. Priyanka Agarwal (Wife of Mr. Vineet .Agarwal)

iii. Associates:

- TCI Global Logistics Ltd -TCI Exim Pvt. Ltd.

- Bhoruka Finance Corporation of India Ltd - XPS Cargo Services Ltd

- TCI Industries Ltd -Etralog.com Solutions Ltd.

- Bhoruka International Pvt. Ltd - TCI India Ltd

- TCI Airways Pvt. Ltd - TCI Warehousing (MH)ÃPartnership firm

- TCI Properties (Guj) Ã Partnership firm - TCI Properties (South) Ã Partnership firm

- TCI Properties (Delhi) Ã Partnership firm - TCI Properties (NCR) Ã Partnership firm

- TCI Developers Ltd. -TCI Infrastructure Ltd.

- TCI Properties (West) Ltd.

iv. Subsidiaries/Step Down Subsidiaries:

- PTTCI Global, Indonesia - TCI Global (HKG) Ltd., Hong Kong

- TCI Global (Thailand) Co. Ltd., Thailand - TCI Developers Ltd. (previous year)

- TCI Global Pte Ltd., Singapore - TCI Global Logistik Gmbh, Germany

- TCI Global (Sanghai) Co. Ltd., China - Transport Co of India (Mauritius) Ltd., Mauritius

- TCI Holdings Asia Pacific Pte. Ltd., Singapore - TCI Express Pte. Ltd., Singapore

- TCI Global Netherlands B.V., Netherlands - TCI Global (Malaysia) Sdn Bhd, Malaysia

- TCI Scan Denmark ApS, Denmark - TCI Global Brazil Logistica Ltda, Brazil

- TCI Global Holdings (Mauritius) Ltd., Mauritius - TCI Holdings Netherlands B.V., Netherlands

- TCI Distribution Centres Ltd. - TCI Infrastructure Ltd.(previous year)

- TCI Properties (Pune) Ltd. - TCI Properties (West) Ltd. (previous year)

- Infinite Logistics Solutions Pvt. Ltd.

v. Joint ventures:

- Ann-Sofie Scan ApS, Denmark - Transystem Logistics International Pvt. Ltd Ann-Sofie Scan ApS is a joint venture incorporated in Denmark in partnership with a few other shareholders, in which Transport Corporation of India Ltd. (TCI) holds 50% of equity. Ann-Sofie Scan ApS is engaged in the business of shipping.

6. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 29.73 million.

7. In respect of assets given under non-cancelable operating lease, the future minimum lease payments, as on 31st March 2011 is Nil.

8. Previous years figures have been regrouped/ rearranged wherever considered necessary.

9. Contingent liability not provided forinrespect of: Rupeesinmillion

Particulars 31st March 2011 31st March 2010

a) Trade Tax/ Octroi/ Duty/ ESI and other demands under dispute 37.80 19.47

b) Guarantees and Counter Guarantees Outstanding 302.20 303.39

c) Income Tax demands under dispute 336.97 154.13

10. In accordance with Accounting Standard (AS 15) "Employee BenefitsÃ, adequate provisions have been made in the accounts and there is no further liability expected on this account.

Mar 31, 2010

1.In terms of amendments notified on 31 st March 2009 to Accounting Standard I I (AS I I),the exchange gain of Rs.156.22 lacs on repayment of foreign currency borrowings and of Rs.366.43 lacs on restatement of such borrowings relating to acquisition of depreciable assets has been credited to the account of such assets.In other cases Rs.74.55 lacs has been credited and Rs.51.38 lacs has been amortised out of the Foreign Currency Monetary Item Translation Difference Account.As a result net profit after tax is lower by Rs.51 1.81 lacs and fixed assets are lower by Rs.496.52 lacs.

2.For commercial development of certain properties,five partnership firms have been formed during the year with the company holding major share,other partners being wholly owned subsidiaries.The said properties have been transferred as companys capital contribution as per particulars below:

3.Exceptional item represents loss on settlement of alloutstanding derivative instruments duringthe year

4.Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.144.83 million.

5.In respect of assets given under non-cancelable operating lease,the future minimum lease payments,as on 31st March 2010 is Nil.

6.Previous years figures have been regrouped/rearranged wherever considered necessary.

7.Contingent liability not provided for in respect of:

Rupees in million

Particulars 31st March 2010 31st March 2009

a) Trade Tax/Octrol/Duty/ ESI and other demands under dispute 19.47 22.28

b) Guarantees and Counter Gurantees Outstanding 303.39 132.40

C) Income Tax demands under dispute 154.13 111.40

8.In accordance with Accounting Standard (AS 15)"Employee Benefits",adequate provisions have been made in the accounts and there is no further liability expected on this account.

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