DIRECTORS' REPORT Dear Shareholders, On behalf of the Board of Directors, it is our pleasure to present the Fifty First Annual Report and the Audited Statement of Accounts of TCI Industries Limited ("the Company") for the year ended March 31, 2016. Performance Review During the year under review, your Company achieved higher revenue of Rs. 301.02 lakhs as compared to previous year of Rs. 122.62 lakhs, which was mainly due to increase in textile trading revenue by 260.80%. The revenue from services income also increased by 55.31%. The Net Loss After Tax reduced slightly to Rs. 45.32 lakhs as compared to Rs. 46.96 lakhs in previous year. Due to increase in employee benefit expenses and other expenses including Legal/professional fees, repairs & maintenance, security expenses etc. the loss remain at the same level of previous year. Company's Property at Colaba - Mumbai As stated in earlier reports, the SLP filed by the Company in Supreme Court, challenging the order of the Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was admitted and is pending for hearing. As Stated in the earlier reports, the Company's SLP in the Supreme Court challenging the order of Bombay High Court in the matter of jurisdiction of the Monitoring committee on the ground that the company's property being in CRZ II area, Development Control Rules 1967 are applicable and not the Development Control Regulations 1991, was admitted by the Supreme Court and further proceedings of the Committee have been stayed. Outlook The management is making efforts to increase the revenue from services by giving more thrust to this segment and it is expected that with the increased revenue, the Company will be able to reduce the loss in the current financial year. Dividend In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company's operations in future. Deposits During the year under review, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under. Internal Financial Controls The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Directors and Key Managerial Personnel During the year under review Mr. Amit A. Chavan was appointed as Asst. Company Secretary and Chief Financial Officer of the Company with effect from June 15, 2015. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Siddhartha Agarwal was appointed as Additional Director designated as Non-Executive Director w.e.f. May 20, 2016 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Siddhartha Agarwal for appointment as Director of the Company. Further, pursuant to the applicable provisions of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Dharmpal Agarwal, Mr. Ashok Kumar Agarwal, and Mr. Vikas Agarwal, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment. Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting. Mr. Satyanarayan Agarwal has resigned as Director of the Company w.e.f. May 20, 2016. The Board has appointed him as Chairman Emeritus of the Company in view of his long association with the Company and considering the services rendered by him to the Company during his tenure as Director of the Company. Directors' Responsibility Statement Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a 'going concern' basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Statutory Auditors, their Report and Notes to Financial Statements M/s. R S Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint M/s. R S Agarwala & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual general Meeting of the Company. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor In terms of Section 204 of the Act and Rules made there under, M/s. Chandanbala Jain & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this report. The report is self-explanatory and do not call for any further comments. Share Capital A) Bonus Shares No bonus shares were issued during the financial year 2015-16. B) Issue of equity shares with differential rights There were no shares issued with differential rights during the financial year 2015-16. C) Issue of sweat equity shares No sweat equity shares were issued during the financial year 2015-16. D) Issue of employee stock options No employee stock option was given or issued during the financial year 2015-16 E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees. During the year under review, there was no change in the Share Capital of the Company. As on March 31, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 89,67,910/-, comprising 8,96,791 Equity shares of Rs.10/- each. Extract of the Annual Return Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure 2. Details of Subsidiary/Joint Ventures/Associate Companies As on March 31, 2016, the Company had no subsidiary / joint ventures / associate companies. Particulars of contracts or arrangements made with related parties Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Board's Report. Particulars of Loans given, Investments made, Guarantees given and Securities provided There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: N.A. (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; (B) Technology absorption: N.A. (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development. (C) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings and outgo during the financial year. Corporate Social Responsibility (CSR) Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies During the year 2015-16, the Committee met Three Times i.e. on May 08, 2015, October 17, 2015 and February 09, 2016. Vigil mechanism The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As per provisions of Section 177 of Companies Act, 2013 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy' or "Vigil System" for employees and Directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy. Accordingly, a Whistle Blower Policy has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counsellor / Chairman of the Audit Committee of the Company. The whistle blower Policy (Vigil System) of the Company may be accessed on its website at the link: <http://tciil.in/> downloads.htm. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has no women employee. Policy on directors' appointment and remuneration The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and may be accessed on the Company's website at the link: <http://tciil.in/downloads.htm>. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. Risk Management In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company's strategic objectives. The Committee periodically submits its Report to the Board on various issues along with its recommendations and comments for Board's review and necessary action. Declaration by Independent Directors (IDs) Mr. Sushilkumar Jiwarajka, Mr. Ravishankar Jhunjhunwala, Mr. Siddharth Saumil Mehta and Mrs. Vaijaiyanti Pandit are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company. Board Evaluation The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Cost Audit As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2015-16. Material Changes There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any. Transfer of Amounts to Investor Education and Protection Fund Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Also, the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 are not applicable to the Company. Acknowledgement Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the company in any manner. For and on behalf of the Board For TCI Industries Limited D . P. Mahendra Director (DIN: 00084105) Agarwal Agarwal Director (DIN: 00179779) Place: Mumbai Date : May 20, 2016 |