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EQUITY - MARKET SCREENER

TCI Finance Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
501242
INE911B01018
-37.3504274
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TCIFINANCE
0
6.2
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Sep 27, 2022 11:19 AM

To,

The Members of TCI Finance Limited,

Your directors takes pleasure in presenting the 47th Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2021.

The highlights of the Financial Results are as follows:

(Rs. in Lakhs)

Particulars

As at March 31, 2021

As at March 31, 2020

Revenue from Operations

425.45

421

Profit/(loss) before Interest depreciation &Taxation

(549.59)

(4835)

Financial Charges

224.34

392

Depreciation

2.82

2

Profit/(Loss) before tax

(776.75)

(5229)

Exceptional Items

-

--

Provision for tax:
Current Tax

-

-

Deferred Tax Tax relating to earlier years

:

3

Profit/(Loss) after tax

(776.75)

(5232)

Balance brought forward from previous year

73.32

2684.54

Transferred to Reserve Fund

-

-

Balance Carried forward

(703.42)

73.32

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year ended March 31,2021 since it is proposed to retain the same in the business.

SHARECAPITAL

The authorized share capital of the Company is Rs. 20 Crore divided into 2,00,00,000 equity shares of Rs. 10/-eachand paid-up equity share capital as on March 31, 2021 is 12.87 Crore consisting of 12,872,493 equity shares of Rs. 10/- each. There are 13,23,812 forfeited shares. Details of the same has been disclosed in Note No. 15 of 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.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review company has no subsidiary, holding or associate company.

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 2020-21, the Companyincurred a loss of Rs. (7.76) Crores against the loss of Rs. (52.29) Cr in the previous year. The Loss after Tax is Rs. (7.76) Cr as against loss of Rs. (52.32) Cr in the previous year.

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.

ANNUALRETURN

Annual Return in Form MGT 7 is being uploaded on the website of the Company at the following link: https://www.tcifl.in/ investors/

RESERVE

No amount has been transferred to the Reserve Fund for the year ended as on 31st March, 2021.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board met 4 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, MCA Vide its general circular no. 11/2020 dated 24th March, 2020, and general circular no. 08/2021 dated 3 May, 2021 had given a relaxation that a time gap between two consecutive meetings of the Board can be 180 days till 30thSeptember, 2021. Further, SEBI vide its circular dated 19th March, 2020 and 26th June, 2020 had exempted the Companies from observing the maximum stipulated time gap between two board and audit committee meetings. All meetings were convened in compliance with the Companies Act and SEBI (LODR) Regulations. During the year under review, there were 4 Audit Committee meetings, 3 Nomination and Remuneration committee meetings and 1 Stakeholder Relationship Committee meetings.

DIRECTORS'RESPONSIBILITYSTATEMENT

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 31,2021, 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 '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 under section 143(12) of the Act.

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.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 ["llCA'']. The Independent Directors unless exempted, are required to pass an online proficiency selfassessment test conducted by llCA within one year from the date of their registration in the llCA 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.No new transactions with related parties were entered during the year pursuant to section 188 of the Companies Act, 2013 and regulation 23 of SEBI (LODR) Regulations, 2015.

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 there under 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

All related party transactions entered by the Company are disclosed in the financial statements. The same has been disclosed in the financial statement 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 OUT GO

The Company does not have any Foreign Exchange Earnings and out go in 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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.

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 off low 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 andcontribution, 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 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. Resignation Mr. Ashok Kumar Goyal (DIN: 05129899) as an Independent Director

Mr. Ashok Kumar Goyal has resigned as an Independent Director of the Company w.e.f 13th January, 2021 due to his ill health. The same was acknowledged by the Board and accordingly intimated to the ROC and Stock Exchanges.

ii. Appointment/re-appointment of directors

The Board of Directors at its meeting held on November 12, 2020, after taking into account the report of their performance evaluation and the recommendation of the Nomination and Remuneration Committee, appointed Mr. Rajesh Sharma (DIN: 08589058) as an additional Non-executive Non- Independent director of the Company subject to the approval of the shareholders in the 47th Annual General Meeting of the Company.

Board of Directors is of the opinion that Mr. Rajesh Sharma possess relevant experience, expertise, integrity and proficiency for his appointment as anNon-executive Non- Independent Director of the Company.

Mr. Rajesh Sharma 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.

ii) The Board of Directors at its meeting held on November 12, 2020, after taking into account the report of their performance evaluation and the recommendation of the Nomination and Remuneration Committee, appointed Mr. Rajesh Kundra (DIN: 08959859) as an additional Non-executive Independent director of the Company subject to the approval of the shareholders in the 47th Annual General Meeting of the Company.

Board of Directors is of the opinion that Mr. Rajesh Kundra possess relevant experience, expertise, integrity and proficiency for his appointment as an Non-executive 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. Rajesh Kundra and shall be completed within the time period prescribed for the said purpose.

Mr. Rajesh Kundra 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.

iii) The Board of Directors at its meeting held on November 12,2020, after taking into account the report of their performance evaluation and the recommendation of the Nomination and Remuneration Committee, appointed Mr. Y S R Rajeev Kumar (DIN: 08741595) as an additional Non-executive Non- Independent director of the Company subject to the approval of the shareholders in the 47th Annual General Meeting of the Company.

Board of Directors is of the opinion that Mr. Y S R Rajeev Kumar possess relevant experience, expertise, integrity and proficiency for his appointment as anNon-executive Non- Independent Director of the Company.

Mr. Y S R Rajeev Kumar 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, Ms. Meera Madhusudan Singh (DIN:00415866) retires by rotation and being eligible, has offered herself for re-appointment at the ensuing 47th Annual General Meeting of the Company.

Prescribed details of Ms. Meera Madhusudan Singh, director (DIN: 00415866), who is seeking re-appointment are given in the Notice of AGM.

Ms. Meera Madhusudan Singh (DIN: 00415866) 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 is change in Key Managerial Personnel during the year under review.

1. Mr. Ramesh Sivaraman, Chief financial officer of the company, has given a resignation notice account of peronal reason.

2. Mr. Amit Kumar Ray appointed as Chief Financial officer of the company w.e.f. 31st July, 2020.

3. Cessation of Mr. Ramesh Sivaraman as Manager of the Company

Mr. Ramesh Sivaramanwhose tenure as manager of the Company expired on 30th June, 2020, was re-appointed as manager of the Company by the Board of Directors of the Company at their meeting held on 31st July, 2020 w.e.f 1st July, 2020 for a period of 3 years' subject to the approval of the Shareholders at the 46th AGM of the Company. However, at the 46th AGM of the Company held on 29th September, 2020, the shareholders of the Company did not approve the appointment of Mr. Ramesh Sivaraman as Manager of the Company and Mr. Ramesh Sivaraman was ceased to be a Manager of the Company.

*Mr. Amit Kumar Ray has resigned from the post of Chief financial officer of the company w.e.f 23rd April, 2021.

* Mr. Amit Kumar Ray has appointed as Manager of the company for a period of 3 years Subject to the approval of shareholders of the company w.e.f. 23rd April,2021.

*Mr. Santhosh Kumar has appointed as Chief financial officer of the company w.e.f 23rd April, 2021.

*Ms. Srishti Soni resigned from the post of Company Secretary & Compliance officer of the Company w.e.f 3rd July, 2021

*Ms. DeekshaVerma appointed as Company Secretary & Compliance officer of the Company w.e.f. 30th September, 2021

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. Neera Agarwal 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).

The first hearing of the said petition was held on 17.12.2019 and the Hon'ble NCLT bench has stated that the requirements under section 244 of the Companies Act are fulfilled and directed the Company to file their detailed counters in relation to the aforesaid matter.

Further, in the order dated 17th January, 2019, the petition was admitted on the facts that requirement under section 244 of the Companies Act, 2013 were fulfilled. Further the tribunal directed all the respondents of the Company to file detailed counters in relation to the interim prayers.

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.

Your Company as at the year ended March31, 2021 has financial exposures in the form of investments, Optionally Convertible Debentures, amounts receivable by the Company and guarantees given by the Company on behalf of AmritJal Ventures Private Limited and its subsidiaries. Details of the same are given in the standalone financial statements.

NCLT case filed against M/s Mahendra Investment Advisors Private Limited in NCLT, Hyderabad Bench on 28th April, 2021 vide petition application no. CP (IB) No. 463/7/HDB/2019 under section 7 of IBC.

In which our Company ("TCI Finance Limited") is having a carrying value of advances given to MIAPL to the tune of Rs. 43.33 Cr as on 30th June, 2021 refer note no. 32 of Financial Statement.

The total claim amount lodged is Rs. 45,91,63,203/-.

The suspended director has filed an appeal in NCLAT against the said order and the Hon'ble NCLAT has stayed the CIRP proceedings of CIRP. The next date of hearing is posted on 15th December, 2021 refer note no. 32 of Financial Statement.

DELISTING

The Board has considered and approved the proposal of Voluntary delisting of Equity Shares of the Company from National Stock Exchange of India Limited ("NSE") without giving any exit opportunity to its shareholders in accordance with Regulation 6 & 7 of Securities and Exchange Board of India(Delisting of Equity shares) Regulations, 2009 ("SEBI Delisting Regulations"). Company has complied with the process of delisting of equity shares from NSE and it is pending for delisting by NSE.

The Equity shares of the Company would remain listed on the BSE Limited ("BSE")

RE-CLASSIFICTION

Company received the request from Gati Limited, Promoter Group Company for their re-classification as a Public shareholder in terms of Regulation 31A of SEBI (LODR) Regulations, 2015. The said request approved by the Board in its meeting held on July 31,2020 and subsequently by the shareholders in their EGM held on January 30, 2021. The company has made an application to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and same is currently under process.

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 there views performed by 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 2020-21 and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31,2021, which forms part to the Statutory Auditor's Report.

MAINTENANCE OF COST RECORDS

The provisions of Cost records as specified by the Central Government under sub-section (1) of section148 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 2020-21, percentage increase in remuneration of each Director, Chief Financial Officer, Manager and Company Secretary during the financial year 2020-21 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 & Non-Independent Director)
*Mr. Ashok Kumar Goyal- Independent Director
Ms.Meera Madhusudan Singh, Non Executive & Non-Independent Director
**Mr. Rajesh Kundra, Non-Executive & Independent Director

-

-

***Mr. Rajesh Sharma, Non-Executive & Non-Independent Director

--

-

****Mr. Y S R Rajeev Kumar Yeerla, Non-Executive & Non-Independent Director
Executive Directors/KMP
*****Mr.Ramesh Sivaraman - Manager - Chief Financial officer

9.34:1

9.20%

******Mr. Amit Kumar Ray, Chief Financial Officer

1.6:1

5.00%

Ms.Srishti Soni,Company Secretary

1:1

13.49%

*Resigned with effect from 13th January, 2021

**Appointed w.e.f 12th November, 2020

***Appointed w.e.f 12th November, 2020

****Appointed w.e.f 12th November, 2020

***** cfo upto 31st July, 2020

***** Manager upto 29th September, 2020

******Appointed w.e.f 31st July, 2020

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: -1%

iii) The number of permanent employees on the rolls of company : 3

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year i.e. 2020-21 was 6% where as the increase in the percentage of managerial remuneration for the same financial year was 9.23%. 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

Amit Ray

V. Santosh Kumar

b) Designation of the employee

Manager

Company Secretary

CFO

Executive- Accounts

c) Remuneration received; (' in lakhs)

54,60,000

5,84,492

9,59,192

6,37,414

d) Nature of employment, whether contractual or otherwise;

Permanent

Permanent

Permanent

Permanent

e) Qualification and experience of the employee;

CA Exp: 29 years

CS Exp: 4 years

B.Com (Hons) Exp: 18 years

M.Com Exp: 27 years

f) Date of commencement of employment;

22-Oct-96

03-Dec-2018

03-Apr-2002

23-Aug-1994

g) Age of such employee;

52

28

42

55

h) Last employment held by such employee before joining the company

Manager Asia Pacific Investment Ltd.

Company Secretary & Compliance officer- Proseed India Limited

Manager Accounts Gati Kausar India Limited

i) % of equity shares held by the employee in the company;

0.00 (960 Shares)

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

*Mr. Ramesh Sivaraman resigned from the post of Manager w.e.f 29th September, 2020.

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 2020-21. 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) Statutory Auditors

M/s M. Bhaskara Rao & 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.

The Statutory Audit Report for the year 2020-21 contains the following remarks and the explanation of the management in response of the same.

a. The Auditors have raised a concern with respect to the various exposures of the Company to Amritjal Ventures Private Limited (AJVPL) in the form of Equity, Optionally Convertible Debentures (OCDS), Inter corporate Deposit (ICD'S) and Tax Deducted at Source having a carrying value of Rs. 4621.11 Lakhs as on 31.03.2021 and the Corporate guarantees given to the lender of AJVPL and its wholly owned subsidiary Gati Infrastructure Bhasmey Power Private Limited aggregating to Rs. 31,336.71 Lakhs. A case has been filed by one of the financial creditors against AJVPL before NCLT, Hyderabad which has been admitted but appeal is pending before NCLAT, Delhi. In view of the adverse developments in AJVPL, management of the Company was expecting that the chances of recovery of these balances are remote.

In view of the same, management made a provision for these balances and has also made a provision of Rs.7798.91 Lakhs on an estimated basis considering the disputed nature of claim and unlawful invocation of the Corporate Guarantee. Further no interest was recognized for the year ended March 31,2021 on such inter-corporate loans and optionally convertible debentures.

Board Comment:

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

b. Further, the exposures of the Company to Mahendra Investment Advisors Private Limited (MIAPL) in the form of Inter Corporate deposit and TDSis aggregating to Rs.4336.09(Previous year Rs.4359.37Lakhs).Also, the Company did not recognize the interest income during the current financial year-Rs. 268.42 Lakhs . As per the Standalone Financial Statements of MIAPL, the networth of the MIAPL is negative and therefore the auditors were unable to comment on the recovery of amounts due from MIAPL.

Further, 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.

Board Comment:

Response of the management is given in note no. 32 of the financial statement.

c. The investment 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 and the same weredisclosed as "Investments" as at 31st March, 2021 as the management has takennecessary legal recourse for restoration of the invoked shares .The Auditors have given a remark in their Audit report that they were unable to comment on the impact, if any on the loss for the year and reserves and carrying value of investment at this stage, considering the uncertainty relating to recoverability of the said investment.

Board Comment:

Response of the management is given in note no. 28(ii) of financial statement.

d. The investment in Equity shares of a Company held in Gati Limited pledged as security for facilities availed by Amritjal Ventures Private Limited (AJVPL). The lenders of AJVPL have invoked the pledge and the same were disclosed as "Investments" as at 31st March, 2021 as the management has taken necessary legal recourse for restoration of the invoked shares. The Auditors have given a remark in their Audit report that they were unable to comment on the impact, if any on the loss for the year and reserves and carrying value of investment at this stage, considering the uncertainty relating to recoverability of the said investment.

Board Comment:

For comment of the management refer note no. 28(iii) of financial statement.

e. The Standalone financial statements were prepared by the Company on a Going concern basis. The Auditors have given disclaimer in their audit report that due to the absence of sufficient and appropriate audit evidence and the liability developed on the Company upon invocation of guarantees by the lenders of other entities, opinion that preparation of standalone Ind AS financial statement on a going concern basis is not appropriate.Hence, statutory auditor unable to comment on the effect on carrying value of assets and liabilities had the financial statements been prepared not as a going concern.

Board Comment:

Refer response of the management from note no. 33 of the financial statement.

f. During the year, three shareholders of the Company filed a petition before National Company Law Tribunal (NCLT), Hyderabad Bench, against the Company and the management regarding oppression and mismanagement of affairs of the Company and the statutory auditors of the Company regarding reporting requirements of the said transactions.

Board Comment:

Response of the management given in the note no. 25 of the financial statement.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Act and the Rules made there under, the Board has appointed M/s Tapasvilal Deora & 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 2020-21 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 2020-21.

The Secretarial Auditors raised the following concerns in their report for the financial year 2020-21:

1. The Company (being a Top 2000 listed entity on NSE) was required to appoint 6 (six) Directors w.e.f. 01.04.2020 in accordance with Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015. The Company has complied with said provision w.e.f 12.11.2020.

Board Comment:

Company received the first notice dated 20thAugust, 2020 and thereafter company tried its best to appoint directors and comply with the provision as soon as possible but due to Covid -19 situation there was delay and company complied with the regulation 17(1)(c) of SEBI (LODR) Regulations, 2015 w.e.f. 12.11.2020.

2. The Company has not given intimation/disclosures to stock exchanges regarding certain bank and lender defaults made during the year as required under Regulation 30 of SEBI (LODR) Regulations, 2015.

Board Comment:

Management in advertently missed to intimate/disclose to stock exchanges regarding certain bank and lender defaults made during the year due to COVID-19 situation otherwise company intimated rest of the disclosures to the stock exchange timely as required under Regulation 30 of SEBI(LODR) Regulations, 2015.

3. The Company has complied with Indian Accounting Standards except w.r.t treatment of invocation of Corporate Guarantees.

Board Comment:

Management has complied with the Indian Accounting Standard except w.r.t. treatment of invocation of Corporate Guarantees.

4. The Company has not disclosed details of defaults made on loans taken as required under SEBI Circular SEBI/ HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019

Board Comment:

The Management has not reported certain defaults made on loans taken as required under SEBI Circular SEBI/ HO/CFD/CMD1/CIP/P/2019/140 dated November 21, 2019 by oversight.

5. As per Section 203 of the Act, the Company is required to appoint separate individuals as MD/WTD/ Manager, CFO and CS. Mr. Ramesh Sivaraman was the Manager and CFO of the Company till 31.07.2020. The Company has then appointed Mr. Amit Kumar Ray as CFO of the Company w.e.f31.07.2020 subsequent to resignation of Mr. Ramesh Sivaraman as CFO of the Company.

Board Comment:

Company has appointed Mr. Amit Kumar Ray as CFO of the Company w.e.f. 31.07.2020.

6. As per Section 203(4) of the Companies Act, any vacancy in the office of a whole time KMP needs to be filled up by the Board within a period of 6 (six) months. Mr. Ramesh Sivaraman ceased to be a Manager of the Company w.e.f29.09.2020 and Mr. Amit Kumar Ray was appointed as Manager on 23.04.2021 (subsequent to his resignation as CFO w.e.f 23.04.2021) after the expiry of the said 6 (six) months.

Board Comment:

Mr. Ramesh Sivaraman ceased to be a Manager of the company w.e.f 29.09.2020 and Mr. Amit Kumar Ray was appointed as Manager on 23.04.2021(subsequent to his resignation as CFO w.e.f23.04.2021).

7. The Company has not created, modified and satisfied chargesi.e. not filed e-forms CHG 1 & CHG 4 for pledge on the shares held by the Company and for certain loans availed in previous years;

Board Comment:

No new pledges were made during the year. The company has not received NOC from the concerned lender for filing form CHG-4.

8. For the extra ordinary general meeting held on 30.01.2021, the cut- off date for determining the Members who are entitled to vote through Remote e-voting or voting at the meeting should have been 23.01.2021 (Saturday) as per Clause 8.4 of Secretarial Standard on General Meetings and the Act; however, the Company has set 22.01.2021(Friday) as its cut-off date for the said meeting. We have been informed that the list of shareholders on both the dates are same.

Board Comment:

There is no impact as 23.01.2021 was non trading day being a Saturday and list of shareholders on both the dates were same.

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 Laxmini was & Co (LNCO) as Internal Auditor to conduct the Internal Audit of the functions and activities of the Company for FY 2020-21.

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 2020-21, 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.

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 Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA is provided as a separate in the annual report.

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 of 1st April 2017.

Further, MCA, in exercise of its power under sub-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 from 11th October 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

i.e. on meetings of the Board of Directors (SS-1) and general meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID -19 pandemic, 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 Amrit Jal 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 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. The uncertainty on the restart of the Company's complete operations still prevails.

iii) Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013

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.

By Order of the Board
For TCI FINANCE LIMITED
Dhanpat Ram Agarwal
Hyderabad Chairman
June 30, 2021 DIN:00322861