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EQUITY - MARKET SCREENER

TCI Finance Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
501242
INE911B01018
-14.2735043
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TCIFINANCE
0
11.7
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Jan 18, 2022 04:53 PM

To,

The Members of TCI Finance Limited,

Your directors have pleasure in presenting the 46th Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2020.

The highlights of the Financial Results are as follows:

(Rs. in Lakhs)

Particulars As at March 31, 2020 As at March 31, 2019
Revenue from Operations 420.64 1028.83
Profit/(loss)before Interest ,Depreciation &Taxation (4835.36) 958.70
Financial Charges 391.71 606.78
Depreciation 2.20 2.09
Profit/(Loss)before tax (5229.27) 349.83
Exceptional Items -- --
Provision for tax:
Current Tax - 100.17
Deferred Tax 2.61 3.05
Profit/(Loss)after tax (5231.88) 246.61
Balance brought forward from previous year 2684.55 2341.13
Adjustment Relating to Fair Value of Investments 2620.65 182.26
Transferred to Reserve Fund - 85.45
Balance Carried forward 73.32 2684.55

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year ended March 31, 2020.

SHARE CAPITAL

The authorized share capital of the Company is Rs. 20 Crore divided into 2,00,00,000 equity shares of Rs. 10/-each and paid-up equity share capital as on March31, 2020 is Rs.12.87 Crore consisting of 12,872,493 equity shares of Rs. 10/-each. There are 13,23,812_forfeited equity shares. Details of the same has been disclosed in financial statements. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares

DEPOSITS

The Company is a Non Banking Finance Company and therefore the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

BUSINESS PERFORMANCE/FINANCIAL OVERVIEW

During the financial year 2019-20, the Company has incurred, loss after Tax of Rs. (52.32) Cr as against profit of Rs. 2.47 Cr in the previous year. Non recognition of interest on loans and investments and creation of provision of impairment of loans and advances granted and investments to AmritJal Ventures Private Limited has resulted in the huge loss during the current year.

The Management is however confident about realisation of all dues recoverable to it particularly in view of operating profit from Gati Infrastructure Private Limited, one of the wholly owned subsidiary of AJVPL through its hydro power project

IMPACT OF COVID-19

In terms of the Covid 19 regulatory package of the RBI issued from time to time ,the company has availed the moratorium of 6 months for the term loan availed by the company from a financial institution. The company has not granted any moratorium to any of its borrowers.

There remains a high level of uncertainty about the impact and time required for the economic activity to normalize. The extent to which the Covid 19 epidemic will impact the business and financial results is at this juncture dependent on future developments which are highly uncertain.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in the prescribed form MGT-9 is annexed to this Report and also placed on the Company's website https://www.tcifl.in/ -investor-relations-annual-reports.

RESERVE FUND

No amount has been transferred to the Reserve Fund during the financial year.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 times during the financial year. The meeting details are provided in Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

However, the Audit Committee met 5 times during the financial year whereas Nomination and Remuneration committee met 1 time during the year and Stakeholder Relationship Committee met 4 times during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that:

? In the preparation of the Annual Accounts for the year ended March 31,2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

? The directors have selected such accounting policies and applied them consistently and made Judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

? The directors had 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.

? The directors had prepared the annual accounts on a 'going concern' basis.

? The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

??the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence ,as required pursuant to section 149(7) of Companies Act, 2013, stating that they meet the criteria of Independence as provided in section 149(6) of the said Act and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In accordance with the provisions of Section 150 of the Act read with the applicable Rules made thereunder, the Independent Directors of the Company have registered themselves in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar ["IICA"]. The Independent Directors unless exempted, are required to pass an online proficiency self assessment test conducted by llCA within one year from the date of their registration in the IICA databank.

Pursuant to the above, the Company has received Declarations of compliance under Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, from all the Independent Directors of the Company confirming that they have registered their names in the data bank of Independent Directors maintained with the IICA.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Your Company has also adopted the Policy on Remuneration of Directors and the Remuneration Policy for Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of Section 178 of the Act.

The criteria for determining qualifications, positive attributes and independence of a Director and the Remuneration Policies for Directors, Key Managerial Personnel and other employees have been discussed in detail in the Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is a Non Deposit taking NBFC and therefore section 186 of Companies Act, 2013 are not applicable to the Company. The details of loans, Guarantees and investments are given in the Financial Statements.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The main business of the Company is financing activities and all loans granted to related parties were in the ordinary course of business. All contracts/arrangements/transactions entered into by the Company during the financialyear with related parties were in the ordinary course of business and at arm's length basis. During the year under review, 33,29,440 equity shares held by the Companyin Gati Limited were pledged with M/s Smit Capital Services Private Limited for financial assistance availed by Mahendra Investment Advisors Private Limited from Smit Capital Services Private Limited which was invoked by the lender i.e M/s Smit Capital Services Private Limited details of which are given in Note no. 32 of financial statements.

Pursuant to Section 134(3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014. The disclosure of Related Party Transactions, as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is attached herewith this Annual Report.

The Company has entered into a lease agreement with P D Agarwal Foundation dated 5th February, 2020 and has taken on lease a part of the premises to the extent of 853 Sqft of the 4th Floor of the said premises and is hereby paying a sum of Rs. 84/- per sqft per month towards rent for demised premises totaling Rs. 71,652/- P.m.

During the year 2019-20, pursuant to section 177 of the Act and regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval. All related party transactions during the year were conducted at arms' length and were in the ordinary course of business.

Your Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013,the Rules thereunder and the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015. This Policy was considered and approved by the Board and has been uploaded on the website at: http://www.tcifl.in/pdf/ RelatedPartyTransactionPolicy.pdf

Further, during the financial 2019-20, there were no transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity.

All related party transactions entered by the Company are disclosed in the financial statements in compliance with Accounting Standard as applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule-8(3) of the Companies(Accounts) Rules,2014 is not provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any Foreign Exchange Earnings and out go during the year under review.

RISK MANAGEMENT POLICY

The Company has in place adequate checks for management of risks and hence has not developed or implemented any Risk Management Policy. The Board is of the opinion that there are no such elements of risk, which may threaten the existence of the Company.

CORPORATESOCIALRESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company from financial year 2018-19.

Accordingly, the Board of Directors of the Company at its meeting held on May 22, 2019 have dissolved the CSR Committee.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained hereunder.

The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company's business/ activities, understanding of industry and global trends, etc.

The evaluations based on questionnaire was prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Company's business/activities.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The Directors have expressed their satisfaction with the evaluation process.

MEETINGS OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was also held on 4th February, 2020 during the financial year for the evaluation of the performance of Non Independent Director performance of the board as whole and that of the Chairman. The Meetings were conducted in an informal manner without the presence of the Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Change in Directorate i. Cessation of Mr. Radhe Shyam Agarwala (DIN: 00368733) as non-executive Director

Mr. Radhe shyam Agarwala (DIN: 00368733) was appointed as an Additional Non Executive Director (Non Independent) of the Company in the Board Meeting held on May 22, 2019 subject to the approval of Shareholders in the 45th Annual General Meeting of the Company. At the 45th Annual General Meeting of the Company held on 14th August, 2019, the resolution for appointment of Mr. Radhe Shyam Agarwala (DIN: 00368733) as Director of the Company was not passed as the requisite majority votes required for passing the resolution was not received by the Company and therefore Mr. Radhe Shyam Agarwala (DIN: 00368733) ceased to be the Director of the Company w.e.f August 14, 2019.

ii. Cessation of Mr. Sanwarmal Gouri Shankar Jalan (DIN: 00324182) as an Independent Director

The Board of Director of the Company at its Meeting held on May 22, 2019 proposed the re-appointment of Mr. S M Jalan (DIN: 00324182) as an Independent Director of the Company for second term of five consecutive years subject to the approval of shareholders at the Annual General Meeting.

At the Annual General Meeting held on August 14, 2019, the Company did not get the requisite majority votes required for passing the special resolution for re-appointment of Mr. S M Jalan (DIN: 00324182) as an Independent Director of the Company, therefore Mr. S M Jalan (DIN: 00324182) was ceased as the director of the Company w.e.f September 24, 2019.

iii. Appointment/re-appointment of directors

The Board of Directors at its meeting held on September 12,2019, on recommendation of the Nomination and Remuneration Committee, appointed Mr. Ashok Kumar Goyal (DIN: 05129899)as an Independent Director of the Company, subject to the approval of the shareholders at the 46th Annual General Meeting of the Company.

The Board of Directors are of the opinion that Mr. Ashok Kumar Goyal (DIN: 05129899) possess relevant experience, expertise and integrity for his appointment as an Independent Director of the Company. However the online proficiency self assessment test conducted by the Indian Institute of Corporate affairs is still required to be given by Mr. Ashok Kumar Goyal and shall be completed within the time period prescribed for the said purpose

Mr. Ashok Kumar Goyal (DIN: 05129899) is not debarred or disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority, pursuant to circulars dated 20th June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

iv. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mahendra Kumar Agarwal (DIN: 00179779) retires by rotation and being eligible, has offered himself for re-appointment.

Prescribed details of Mr. Mahendra Kumar Agarwal, director, who is seeking re-appointment are given in the Notice of AGM.

Mr. Mahendra Kumar Agarwal is not debarred or disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority, pursuant to circulars dated 20th June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

B. Change in KMP

There was no change in Key Managerial Personnel during the year under review.

1. Subsequently, the tenure of Mr. Ramesh Sivaraman as Manager of the Company expired on 30th June, 2020 and his re-appointment was approved by the Board of Directors at their meeting held on 31st July, 2020 subject to the approval of Shareholders at the Annual General Meeting.

2. Regularization of Position of Mr. Ramesh Sivaraman as CFO of the Company

Pursuant to section 203 of the Companies act, 2013 every listed Company shall have the following whole time key managerial personnel:

? Managing Director or Chief Executive Officer or Manager and in their absence, a whole-time Director;

? Company Secretary; and

? Chief Financial Officer

Mr. Ramesh Sivaraman is holding position of Manager & CFO of the Company. Therefore, complying with section 203 of the Companies act, 2013, the Company has appointed Mr. Amit Kumar Ray as Chief Financial Officer of the Company w.e.f 31st July, 2020.

Detailed information on the directors is provided in the Corporate Governance Report.

DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD. 008/ 03.10.119/2016-17 dated 1st September, 2016 and that they are not disqualified from being appointed/ continuing as Directors in terms of section 164(2) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

During the year under review, there were no significant and material orders passed by the court of regulators.

Further, the Company has been served with a copy of petition vide petition no. CP NO. 810/241/HDB/2019 filed by Mrs. NeeraAgarwal and 2 others under Section 241 & 242 read with section 130, 213 and 244 of the Companies Act, 2013 before the National Company law Tribunal (NCLT).

Kindly refer Note 25(1) of the financial statements for disclosure regarding the same.

Moreover, A NCLT case against M/s AmritJal Ventures Private Limited in which TCI Finance Limited is holding 10% shares been filed by M/s Sew Infrastructure Limited which has been admitted on May 07,2019 which is given in Note no. 29(a) of the financial statements.

INTERNAL FINANCIAL CONTROLS

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and external agencies (if required) and their views ,work performed by the management team and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls with reference to the financial statements were adequate and effective during the financial year 2019-20.

MAINTENANCE OF COST RECORDS

The provisions of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013,are not applicable to the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20, percentage increase in remuneration of each Director, Chief Financial Officer, Manager and Company Secretary during the financial year 2019-20 are as under:

Non-Executive Directors (Refer Note-1) Ratio to median remuneration % increase in remuneration in the financial year
Mr. Dhanpat Ram Agarwal, Chairman-Independent Director - -
Mr. Mahendra Agarwal, Promoter & Non-Executive Director - -
Mr. Ashok Kumar Goyal - Independent Director
Ms. Meera Madhusudan Singh,
Non Executive & Non-Independent Director - -
Executive Directors/KMP - -
Mr. Ramesh Sivaraman-Manager-Chief Financial officer 9.71:1 7.53%
Ms. Srishti Soni, Company Secretary 1.00:1 0.00%

Note 1: The Company had paid only sitting fees to the Directors. Apart from sitting fees there is no other remuneration paid to the Non-Executive Directors. Therefore the ratio to median remuneration is negligible.

ii) The percentage increase in the median remuneration of employees in the financial year: -35.61%

iii) The number of permanent employees on the rolls of company : 5

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2019-20 was 8.3% whereas the increase in the managerial remuneration for the same financial year was 7.53%. The same is in line with the Industry Standards

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

The particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not furnished as there is no employee in receipt of remuneration more than the prescribed limit.

As per ministry of corporate affairs notification no:G.S.R.646(E)regarding amendment of the companies (Appointment and Remuneration of Managerial Personnel) in rule 5 sub rule (2), the statement containing particulars of top ten employees in terms of remuneration drawn as required under Section 197 (12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014, is given below:

a) Name of the employee Ramesh Sivaraman Srishti Soni Sandeep Gurram Amit Ray V. Santosh Kumar
b) Designation of the employee Manager Company Secretary Associate- Operation Assistant Manager- Accounts Executive- Accounts
c) Remuneration received; (Rs. in lakhs) 42,73,575 4,32,956 2,24,750 9,13,511 6,01,332
d) Nature of employment, whether contractual or otherwise; Permanent Permanent Permanent Permanent Permanent
e) Qualification and experience of the employee; CA Exp: 29 years CS Exp: 3 years MBA Exp: 3.7 years B.Com (Hons) Exp: 17 years M.Com Exp: 26 years
f) Date of commencement of employment; 22-Oct-96 03-Dec-2018 1-Jan-2018 03-Apr-2002 23-Aug-1994
g) Age of such employee; 53 27 27 41 54
h) Last employment held by such employee before joining the company Manager Asia Pacific Investment Ltd. Company Secretary & Compliance officer- Proseed India Limited Associate Gati Academy Manager Accounts Gati Kausar India Limited Gati Limited Gati Kwe Private Limited Accounts Executive Gati Limited
i) % of equity shares held by the employee in the company; 0.00 (960 Shares) Nil Nil 0.00 (1839 Shares) Nil
j) Whether any such employee is a relative of any director, and if so, name of such director or manager No No No No No

CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholders information.

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2019-20. A declaration to this effect signed by the Manager & CFO of the Company is contained in this Annual Report.

The Manager & CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of SEBI, Listing Regulations, 2015

The Certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance is annexed to this report.

AUDITORS

a) StatutoryAuditors

M/s M. BhaskaraRao& Co., Chartered Accountant, Hyderabad(FRN: 000459S) were appointed as the Statutory Auditors at the 45th AGM for a period of 3 years upto the conclusion of the 48th AGM of the Company.

(i) The Auditors' Report for the financial year ended March 31, 2020 on the financial statement of the Company is a part of this Annual Report. The Auditors have given a qualified opinion as described below:

a. Auditors Qualifications given in point no. (a) regarding claims on the Company by the lenders of AmritJal Ventures Private Limited and it's subsidiary Gati Infrastructure Bhasmey Power Private Limited aggregating to Rs. 25619.80 Lakhs due to invocation of corporate guarantee given by the Company under the head "Basis of Qualified Opinion" in the Auditor's Report on standalone financial statements read with note no. 29(a) & (b) of the standalone financial statements are self-explanatory

Board Comment:

Response of the management is however given in note no. 29 (a) & 29 (b) of financial statements

b. Further, in Note no.32 of the Standalone Ind As financial statements regarding exposures to Mahendra Investment Advisors (MIAPL) in the form of Inter Corporate Deposit (ICD's) and interest receivable to Rs. 4,359.37 Lakhs

Board Comment:

The management of the Company is expecting to recover the above said balances in its entirety and is of the opinion that no provisions is warranted at this moment.

c. Note no. 28(ii) of the standalone Ind AS financial statements regarding the investments in equity shares of a Company held in Gati Limited pledged as security for the credit facilities availed by Gati Infrastructure Private Limited (GIPL) on receipt of letter of comfort from AmritJal Ventures Private Limited. The lenders of GIPL have invoked the pledge. However, the same were disclosed as "Investments" as at March 31, 2020 for the reasons stated in the said note.

Board Comment:

Response of the Management is given in note no. 28 (ii) of the financial statements

d. Note No. 28(iii) of the standalone Ind AS financial statements regarding the investments in equity Shares of the Company held in GatiLimited pledged for the facilities availed by AmritJal Ventures Private Limited (AJVPL) The lenders of AJVPL have invoked the pledge. However, same were disclosed as "Investments"as at March 31, 2020 for the reasons stated in the said note.

Board Comment:

Response of the Management is given in note no. 28 (iii) of the financial statements

(ii) Auditor has also drawn attention in their report for emphasis of matter read with Note No. 29(a), 28(i) & 25 to the standalone financial statements, which is self explanatory.

(iii) Auditors have also given the following Key audit matters in their

Report:

a. Going Concern: The Auditor has drawn attention to Note 33 of the standalone Ind AS financial statements regarding Company's financial exposures, as at year ended March 31, 2020, in the form of investments, amounts receivable by the Company and guarantees given by the Company on behalf of AmritJal Ventures Private Limited and its subsidiaries. The factors indicate that a material uncertainty exists in respect of realization of amounts due from these entities and which may cast significant doubt on the Company's ability to continue as a going concern.

Board Comment:

Management of the Company is in the process of identifying various alternatives / new areas to venture into for reviving the company. In view of the same, financial statements of the company have been prepared on going concern basis.

b. Accuracy of existence, rights & obligations, completeness, and valuation of the investments given as guarantees to the lenders of the Company / lenders of the related parties - Note 28 to the Standalone Ind AS financial statements - "Investments Sale of Pledged Shares by Lenders".

Board Comment:

Response of the management towards the same is given in note no. 28 of the financial statements.

c. As at March 31, 2020 the Company has got the exposures of Mahendra Investment Advisors Private Limited (referred as MIAPL) aggregating to Rs. 4,359.37 Lakhs -Note 29 to the Standalone Ind AS financial statements.

However for the management response towards the same you can refer notes to financials.

d. As at March 31, 2020 the Company has given Corporate guarantees to lenders of AmritJal Ventures Private Limited and to the lenders of susbsidiaries of AJVPL ( collectively referred as AJVPL) aggregating to Rs. 31,366.71 Lakhs -Note 29(b) to the Standalone Ind AS financial statements which are self explanatory.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Act and the Rules made thereunder, the Board has appointed M/s TapasvilalDeora& Associates, Practicing Company Secretary (M. No. 9813, CP No. 13087), to undertake the secretarial audit of the Company. The Secretarial Audit Report for the year 2019-20 as issued by him in the prescribed form MR-3 is annexed to this Report.

Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated 8 February 2019, a report on secretarial compliance as required under regulation 24A is being submitted to stock exchanges as obtained from M/s TapasvilalDeora& Associates for the financial year 2019-20.

The Secretarial Auditors have given a qualified opinion which is described as below:

a. The Company has entered into certain related party transactions without the approval of Shareholders as required under Regulation 23 of SEBI (LODR) Regulations, 2015.

However the Company has proposed the item with respect to approval of Related Party Transactions at the 45th Annual General Meeting held on 14th August, 2019 but the said resolution could not be passed as the requisite majority votes required for passing the Ordinary resolution was not received by the Company.

Board Comment:

The Company has proposed the item with respect to approval of Related Party Transactions at the 45th Annual General Meeting held on 14th August, 2019 but the said resolution could not be passed as the requisite majority votes required for passing an Ordinary resolution was not received by the Company.

b. The Company has not disclosed details of defaults made on loan taken to the Stock Exchanges as required under SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019

Board Comment:

The Management has reported all the defaults in line with the circular dated November 21, 2019 vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140

c. Company has not created modified and satisfied charges i.e. not filed e-forms CHG 1 & CHG 4 for pledge on the shares held by the Company and for certain loans obtained.

Board Comment:

However management in the view of the same responded that e-form CHG-1 need not be filed with ROC in case of pledge of Shares provided by the Company. The Company has not received NOC from the concerned lender for filing form CHG-4.

d. As per the Section 203 of the Act, the Company is required to appoint separate individuals as MD/WTD/ Manager, CFO and CS. However, the Company has appointed Mr. Ramesh Sivaraman as both, Manager and the CFO of the Company.

Board Comment:

Company has appointed Mr. Amit Kumar Ray as Chief Financial Officer of the Company with effect from 31st July, 2020. c) Internal Audit

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules,2014,your Company has appointed M/s Laxminiwas & Co (LNCO) as Internal Auditor to conduct the Internal Audit of the functions and activities of the Company for FY 2019-20.

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

WHISTLE BLOWER POLICY/ VIGILMECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015 the company has framed its whistle Blower/vigil mechanism policy.

The Vigil Mechanism policy/Whistle Blower policy provide a mechanism for the Directors/employees of the Company to report, without fear of victimization any unethical behavior, suspected or actual fraud violation of the Code of Conduct, etc which are detrimental to the organisation's interest.

The purpose of Whistle Blower Policy is to allow the Directors and employees to raise concerns about unacceptable improper practices and/or any unethical practices and/or other genuine concerns being followed in the organization without the employees being necessarily required to inform their superiors and to create awareness amongst employees to report instances of leak of unpublished price sensitive information.

The mechanism protects the whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. The directors in all cases and employees inappropriate or exceptional cases have direct access to the chairman of the audit committee. The company affirms that no employee has been denied access to the Audit Committee.The Vigil Mechanism Policy has been uploaded on the website of the Company at: http://www.tcifl.in/pdf/ VigilMechanismPolicy.pdf.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with details of number of programmes and number of hours spent by each of the Independent Directors during the Financial Year 2019-20, in terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company and can be accessed at the web-link: https:// http:www.tcifl.in/investors/famailarisationProgramme.

DELISTING

The Board of the Directors of the Company at their meeting held on 31st July, 2020 approved the delisting of Equity Shares of the Company from National Stock Exchange of India Limited Limitedwithout giving an exit opportunity to Shareholders. The Company is in the process of making application for delisting to the Stock Exchange under SEBI (Delisting Regulations, 2009).

RECLASSIFICATION

The Board of Directors of the Company has received a request from M/s Gati Limited belonging to Promoter Group for reclassifying them from the promoter category to public category dated 4th December, 2019.

The board after reviewing the application thoroughly has decided to consider the application due to the fact that the holding of the above Promoter Group was not exceeding 10% of the shareholding of the Company and therefore Board of Directors of the Company at its meeting held on 31st July, 2020 approved the Declassification of Gati Limited from Promoter Group and reclassification of its shareholding as public in terms of Regulation 31A of the SEBI (LODR) Regulations, 2015.

ACCOUNTS OF SUBSIDIARY

Your Company has no subsidiaries

LISTING

The Company's shares are traded in the dematerialized form on both BSE ltd and National Stock Exchange of India Limited having nationwide terminals. The particulars of Shareholding Pattern, Distribution of Shareholding and Share prices are mentioned separately in the Report on CorporateGovernance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA is provided as a separate section in the annual report. Annexure-E

DISCLOSURE OF ACCOUNTING TREATMENT

As per notification no. G.S.R.365(E) dated 30th March 2016, issued by Ministry of Corporate Affairs (MCA) in exercise of power conferred to it under section 133 read with section 469 of the Companies Act, 2013, NBFCs having networth of Rupees five hundred crore or more are required to comply with the Indian Accounting Standards (IndAS) in preparation of their financial statements and quarterly financial results for the accounting periods beginning on or after1stApril 2018 with effective transition date of1stApril 2017.

Further, MCA, in exercise of its power undersub-section (1) of section 467 of the Companies Act, 2013, amended Schedule III to Companies Act, 2013.Vide the amendment, a new division,viz.'Division III'financial statement format was introduced for Non-Banking Financial Companies effective from11thOctober 2018.

Accordingly, the financial statements of the Company from this financial year will be prepared as per IND AS.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GENERAL i) During the year under review there was no change in nature of business. ii) Material Changes and Commitment effecting the financial position of the Company.

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report except the company's exposures to AmritJal Ventures Pvt Ltd ( AJVPL) in the form of Equity, Optionally convertible Debentures, Inter Corporate Deposit, Interest accrued thereon and tax deducted at source aggregating to Rs. 4621.11 Lakhs and guarantees given to the lenders of AJVPL and its subsidiaries as disclosed in the Notes to Financial Statements.

Further, the spread of COVID-19 pandemic and the subsequent pan-India lockdown announced by the Government of India are the events which have continued till the date of the announcement of financial results of the Company.

Kindly refer Notes to accounts for details of material changes and commitments

iii) Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

There were no cases of Sexual harassment in the Company during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions and associates and are grateful to the share holders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.