Annual Report | 2016 - 17€¦ · during the last five years. The Indian warehousing industry is set to grow at a CAGR of 8%–10% and modern warehousing at 25%– 30% over the next

Annual Report | 2016 - 17

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. D. P Agarwal

Non-Executive Director,

Mr. O. Swaminatha Reddy

Non-Executive, Independent Director

Mr. Amitava Ghosh


Mr. Ashok B Lall


Mrs. Manisha Agarwal


Mr. Vineet Agarwal

Non-Executive Director, Promoter

Mr. Chander Agarwal


Mr. Naresh Kumar Baranwal

Whole Time Director

(Chairman)

Promoter

COMPANY SECRETARY &

COMPLIANCE OFFICER

Mr. Rupesh Kumar

Mr. Rajesh Dhyani

Dy. CHIEF FINANCIAL OFFICER

M/s M Gandhi & Co

(Chartered Accountants)

STATUTORY AUDITORS

BANKERS

HDFC Bank Limited

SHARES LISTED AT

National Stock Exchange

of India Limited (NSE)BSE Limited (BSE)

REGISTRAR & SHARE

TRANSFER AGENTS

Karvy Computershare Pvt. Ltd.

Karvy Selenium Tower B,

Plot number 31 & 32,

Financial District Gachibowli,

Hyderabad 500 032

Tel: +91 040 67161524

E - Mail :[email protected]

Web: www.karvycomputershare.com

Registered OfficeFlat No. 306 & 307, 1-8-271 To 273

rd3 Floor, Ashoka Bhoopal Chambers, S.P. Road, Secunderabad - 500003 (Telangana)Phone: +91-40-27840104Fax: +91-40-27840163E - Mail: [email protected]: L70102TG2008PLC059173

REGISTERED OFFICE

CORPORATE OFFICE

TCI House, 69 Institutional Area

Sector-32, Gurugram -122 001 (Haryana)

Tel. +91-124-2381603-07

Fax +91-124-2381611

E-Mail: [email protected]

BOARD OF DIRECTORS

CONTENTS

03

Annual Report 2016 - 17 | TCI Developers Limited

MANAGEMENT DISCUSSION ANALYSIS&

Mr. D P Agarwal

Chairman

Mr. O Swaminatha

Reddy

Director

Mr. Vineet Agarwal

Director

Mr. Ashok B Lall

Director

Mr. Chander Agarwal

Director

Mr. Amitava Ghosh

Director


Director

Mr. N K Baranwal

Whole Time Director

INDUSTRY OVERVIEW & FUTURE OUTLOOK

The real estate sector is one of the most recognized sectors. In India, real

estate is the second largest employer after agriculture and is slated to grow at 30%

over the next decade. The real estate sector comprises of four sub sectors - housing,

retail, hospitality, and commercial. The growth of this sector is well complemented

by the growth of the corporate environment and the demand for office space as well

as urban and semi-urban accommodations. The construction industry ranks third

among the 14 major sectors in terms of direct, indirect and induced effects in all

sectors of the economy.

The global warehousing and storage industry has witnessed significant growth

during the last five years. The Indian warehousing industry is set to grow at a CAGR

of 8%–10% and modern warehousing at 25%– 30% over the next 5 years due to

various factors including the anticipated increase in global demand, growth in

organized retail and increasing manufacturing activities, presence of extremely

affordable and desirable e-commerce options and growth in international trade.

The Government of India along with the governments of the respective states have

taken several initiatives to encourage the development in the sector. The Smart City

Project, where there is a plan to build 100 smart cities, is a prime opportunity for

the real estate companies.

While Goods and Services Tax (GST) continues to remain in a state where several

loose ends still need to be tied up, logistics companies - both domestic and global,

are not just bullish about the sector but are actively making investment plans for

the coming fiscals as well. It may increase the demand of hi-tech large modern

Warehouses, Logistics Parks etc.

As India awaits policy reforms to pick up speed, your Company firmly believes that

the demand for Real Estate & Warehousing in India should remain strong in the

medium to long term.

BUSINESS OVERVIEW

The Board of Directors of the Company, during the year, have explored all the

possibilities to develop its properties. Although there is acute shortage of quality

warehousing facilities, due to prevailing subdued market conditions and increasing

input costs, the Company has been adopting a conscious approach. Many of the

projects are at different stages of planning as well as getting requisite statutory

approvals, which will help to move forward, when the conditions improve.

In the medium term, the Company also plans for development of transport

infrastructure projects, such as Logistics Parks, Warehouses, truck terminals,

FTWZs etc in a phased manner. The revenue stream for these projects will primarily

be lease based, on long term basis.

In case of developing Logistics Parks & Warehouses, your Company shall be looking

for strategic partners/investors having long term perspective with reasonable

return expectation once the requisite permissions etc. are in place.

Many of these projects are presently at various levels of planning as well as of

getting requisite statutory approvals. Management will keep you informed on the

development plans, from time to time.

globally

THREATS, RISKS & CONCERNS

This sector faces various degrees of uncertainty, both at the macro and micro levels.

The Company being in the same sector is not an exception. Right from the time of

acquisition of land for construction, to the time of sale of finished properties, the

Company faces various regulatory requirements. Some of these requirements such

as land acquisition, permitted land use, approval from multiple government

authorities, development of land and construction thereon, stringent environmental

and safety standards etc. increases cost as well as affects timeliness of a project.

FINANCIAL PERFORMANCE

The financial statements are prepared in compliance with the Companies Act, 2013,

other applicable rules and regulations and also as per the generally accepted

accounting principles, policies and practices prevalent in India. The Company's

financial performance is discussed in details under the head Financial Results in

Directors' Report to the Members.

The Highlights on Company s financial performance for the FY 2016-17 are as

follows:

(Amount in `)

Particulars Consolidated Standalone

Total Income 123,146,661 55,086,249

Profit Before Tax 46,199,281 20,364,161

Profit After Tax 37,582,807 21,590,161

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS

The timely availability of skilled and technical personnel is one of the key challenges.

The Company maintains healthy and motivating work environment through various

measures. This has helped the Company to retain and recruit skilled work force

which would result in timely completion of the projects.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an adequate internal control systems, commensurate with size

and nature of its business. The system is supported by documented policies,

guidelines and procedures to monitor business and operational performance which

are aimed at ensuring business integrity and promoting operational efficiency.

Internal controls are supplemented by an extensive programme of internal audit,

review by management with reference to the documented policies, guidelines and

procedures. These controls are designed to ensure that financial and other records

are reliable for preparing financial information and other reports and for

maintaining regular accountability of the Company's assets and operations.

CAUTIONARY STATEMENT

Certain Statements found in the Management Discussion and Analysis Report may constitute Forward Looking Statements within the meaning of applicable securities

laws and regulations. These forward looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may

cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements.

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. D. P Agarwal

Non-Executive Director,

Mr. O. Swaminatha Reddy


Mr. Amitava Ghosh


Mr. Ashok B Lall




Mr. Vineet Agarwal


Mr. Chander Agarwal


Mr. Naresh Kumar Baranwal

Whole Time Director

(Chairman)

Promoter

COMPANY SECRETARY &

COMPLIANCE OFFICER

Mr. Rupesh Kumar

Mr. Rajesh Dhyani

Dy. CHIEF FINANCIAL OFFICER

M/s M Gandhi & Co

(Chartered Accountants)

STATUTORY AUDITORS

BANKERS

HDFC Bank Limited

SHARES LISTED AT

National Stock Exchange

of India Limited (NSE)BSE Limited (BSE)

REGISTRAR & SHARE

TRANSFER AGENTS


Karvy Selenium Tower B,

Plot number 31 & 32,

Financial District Gachibowli,

Hyderabad 500 032

Tel: +91 040 67161524

E - Mail :[email protected]

Web: www.karvycomputershare.com

Registered OfficeFlat No. 306 & 307, 1-8-271 To 273

rd3 Floor, Ashoka Bhoopal Chambers, S.P. Road, Secunderabad - 500003 (Telangana)Phone: +91-40-27840104Fax: +91-40-27840163E - Mail: [email protected]: L70102TG2008PLC059173

REGISTERED OFFICE

CORPORATE OFFICE

TCI House, 69 Institutional Area

Sector-32, Gurugram -122 001 (Haryana)

Tel. +91-124-2381603-07

Fax +91-124-2381611

E-Mail: [email protected]

BOARD OF DIRECTORS

CONTENTS

03


MANAGEMENT DISCUSSION ANALYSIS&

Mr. D P Agarwal

Chairman

Mr. O Swaminatha

Reddy

Director

Mr. Vineet Agarwal

Director

Mr. Ashok B Lall

Director

Mr. Chander Agarwal

Director

Mr. Amitava Ghosh

Director


Director

Mr. N K Baranwal

Whole Time Director

INDUSTRY OVERVIEW & FUTURE OUTLOOK

The real estate sector is one of the most recognized sectors. In India, real

estate is the second largest employer after agriculture and is slated to grow at 30%

over the next decade. The real estate sector comprises of four sub sectors - housing,

retail, hospitality, and commercial. The growth of this sector is well complemented

by the growth of the corporate environment and the demand for office space as well

as urban and semi-urban accommodations. The construction industry ranks third

among the 14 major sectors in terms of direct, indirect and induced effects in all

sectors of the economy.

The global warehousing and storage industry has witnessed significant growth

during the last five years. The Indian warehousing industry is set to grow at a CAGR

of 8%–10% and modern warehousing at 25%– 30% over the next 5 years due to

various factors including the anticipated increase in global demand, growth in

organized retail and increasing manufacturing activities, presence of extremely

affordable and desirable e-commerce options and growth in international trade.

The Government of India along with the governments of the respective states have

taken several initiatives to encourage the development in the sector. The Smart City

Project, where there is a plan to build 100 smart cities, is a prime opportunity for

the real estate companies.

While Goods and Services Tax (GST) continues to remain in a state where several

loose ends still need to be tied up, logistics companies - both domestic and global,

are not just bullish about the sector but are actively making investment plans for

the coming fiscals as well. It may increase the demand of hi-tech large modern

Warehouses, Logistics Parks etc.

As India awaits policy reforms to pick up speed, your Company firmly believes that

the demand for Real Estate & Warehousing in India should remain strong in the

medium to long term.

BUSINESS OVERVIEW

The Board of Directors of the Company, during the year, have explored all the

possibilities to develop its properties. Although there is acute shortage of quality

warehousing facilities, due to prevailing subdued market conditions and increasing

input costs, the Company has been adopting a conscious approach. Many of the

projects are at different stages of planning as well as getting requisite statutory

approvals, which will help to move forward, when the conditions improve.

In the medium term, the Company also plans for development of transport

infrastructure projects, such as Logistics Parks, Warehouses, truck terminals,

FTWZs etc in a phased manner. The revenue stream for these projects will primarily

be lease based, on long term basis.

In case of developing Logistics Parks & Warehouses, your Company shall be looking

for strategic partners/investors having long term perspective with reasonable

return expectation once the requisite permissions etc. are in place.

Many of these projects are presently at various levels of planning as well as of

getting requisite statutory approvals. Management will keep you informed on the

development plans, from time to time.

globally

THREATS, RISKS & CONCERNS

This sector faces various degrees of uncertainty, both at the macro and micro levels.

The Company being in the same sector is not an exception. Right from the time of

acquisition of land for construction, to the time of sale of finished properties, the

Company faces various regulatory requirements. Some of these requirements such

as land acquisition, permitted land use, approval from multiple government

authorities, development of land and construction thereon, stringent environmental

and safety standards etc. increases cost as well as affects timeliness of a project.

FINANCIAL PERFORMANCE

The financial statements are prepared in compliance with the Companies Act, 2013,

other applicable rules and regulations and also as per the generally accepted

accounting principles, policies and practices prevalent in India. The Company's

financial performance is discussed in details under the head Financial Results in

Directors' Report to the Members.

The Highlights on Company s financial performance for the FY 2016-17 are as

follows:

(Amount in `)


Total Income 123,146,661 55,086,249

Profit Before Tax 46,199,281 20,364,161

Profit After Tax 37,582,807 21,590,161

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS

The timely availability of skilled and technical personnel is one of the key challenges.

The Company maintains healthy and motivating work environment through various

measures. This has helped the Company to retain and recruit skilled work force

which would result in timely completion of the projects.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an adequate internal control systems, commensurate with size

and nature of its business. The system is supported by documented policies,

guidelines and procedures to monitor business and operational performance which

are aimed at ensuring business integrity and promoting operational efficiency.

Internal controls are supplemented by an extensive programme of internal audit,

review by management with reference to the documented policies, guidelines and

procedures. These controls are designed to ensure that financial and other records

are reliable for preparing financial information and other reports and for

maintaining regular accountability of the Company's assets and operations.

CAUTIONARY STATEMENT

Certain Statements found in the Management Discussion and Analysis Report may constitute Forward Looking Statements within the meaning of applicable securities

laws and regulations. These forward looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may

cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements.

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TCI Developers Limited | Annual Report 2016 - 17

04

DIRECTOR'S REPORT

Dear MembersthYour Directors have pleasure in presenting the 9 Annual Report on the business and operations together with the Audited Financials Statement (Standalone and Consolidated) for

stthe financial year ended 31 March , 2017.

Financial Results (Amount in `)


2016-17 2015-16 2016-17 2015-16

Income 123,146,661 93,609,864 55,086,249 32,004,069Profit before Interest, Depreciation, Taxation & Exceptional Items 88,757,354 68,601,477 27,149,824 9,043,517Less: Interest (Net) 26,844,579 21,978,110 4,344,956 58,215

Depreciation (Net) 15,713,494 14,472,576 2,440,707 1,114,762Profit before Tax (PBT) 46,199,281 32,150,791 20,364,161 7,870,540Less: Provision for Tax-Current 10,210,000 8,635,000 710,000 -

Deferred 3,663,300 4,014,400 (1,226,000) (2,774,100)Taxes for Earlier Years (490,826) (1,649,371) (24,681)MAT Credit (4,766,000) (3,606,000) (710,000) -

Profit after Tax (PAT) 37,582,807 24,756,762 21,590,161 10,669,321

REVIEW OF OPERATIONSstDuring the financial year ended 31 March, 2017, on Standalone basis, your Company

earned income of ` 55,086,249/- from operations as against ` 32,004,069/- in the previous year. The Profit after Tax was ̀ 21,590,161/- as against ̀ 10,669,321/- in the previous year.

On the Consolidated basis, Your Company earned Income of `123,146,661/- from operations as against ` 93,609,864/- in the previous year. The profit before Tax was ` 46,199,281 /- as against ̀ 32,150,791/- in the previous year. The Profit after Tax stood at ̀ 37,582,807/- as against ̀ 24,756,762/- in the previous year.

DIVIDENDstFor the financial year ended 31 March, 2017, the Board of Directors of your Company

have recommended a Fixed Dividend @ 5% on 4,230,000 Non-Cumulative Non- Convertible Redeemable Preference Shares of ` 10/- each, subject to the approval of shareholders at the ensuing Annual General Meeting. The Board of Directors have not recommended any Dividend on Equity Shares of the Company for the financial year

stended 31 March, 2017.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIESstAs on 31 March, 2017, your Company has following subsidiaries viz.

I. TCI Infrastructure Limited;

II. TCI Properties (West) Limited;

III. TCI Distribution Centers Limited; &

IV. TDL Warehousing Parks Limited.

In accordance with provisions of the Companies Act, 2013 the performance and financial position of the each of the subsidiaries is set out in the prescribed Form AOC-1, forming part of Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to the Companies Act, 2013 and rules made thereunder, Mr. Chander Agarwal, Director, retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

As per the requirement of Regulation 36 of SEBI Listing regulations, a brief resume of the Director proposed to be reappointed in the ensuing AGM, is incorporated in the explanatory statement to the notice of AGM.

During the period under review, the Board appointed Mr. Rupesh Kumar as the a stCompany Secretary & Compliance Officer of the Company w.e.f. 1 June, 2016.

Declaration by Independent Directors

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. The details of meeting of Independent Directors held during the year are provided in the Corporate Governance Report.

Meeting of Independent DirectorsstA separate meeting of Independent Directors was held during the year ended 31 March,

2017. Other relevant information regarding the meeting are provided in the Corporate Governance Report.

Board Evaluation

In compliance with provisions of the Act and the corporate governance requirements as prescribed under SEBI Listing Regulations, the Board has carried out annual performance evaluation of Individual Directors, Board as a whole and Board level Committees during the year. The evaluation policy has well - defined standards for evaluation, including performance against objectives set by the Board, contribution towards the development of strategies, inter-se communication among the Board Members, attendance & participation in the Board & Committee Meetings etc.

MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the Financial Year 2016-17. For more details, kindly refer the Corporate Governance Report annexed to this Report.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

st• That in the preparation of the annual financial statements for the year ended 31 March, 2017, all the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

• That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• That 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;

• That the directors have prepared the annual accounts on a going concern basis;

• That 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

• That 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.

AUDIT COMMITTEE

In terms of requirements of Section 177(8) of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee are given in the Corporate Governance Report annexed to this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a Whistle Blower Mechanism for providing safeguard against victimization of employees and to report instances of any unethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness. Internal Financial Controls have also been discussed in the Directors Responsibility Statement and CEO/CFO Certification forming part of this report.

05


DIRECTOR'S REPORT

RISK MANAGEMENT POLICY REMUNERATION POLICY AND DISCLOSURES

Your Company has a well-defined risk management policy which establishes a Your Company has a well-structured Remuneration Policy in relation to the structured and disciplined approach to Risk Management. The risks existing in the remuneration of its of Directors, KMPs and Senior Management of your Company. internal and external environment are periodically identified and reviewed, based Further, details on the Remuneration Policy are available in the Corporate on which, the cost of treating risks is assessed and risk treatment plans are devised. Governance Report.

With the recommendations of the Board, the policy undergoes continuous The disclosures pertaining to Remuneration of Directors and KMPs as required improvements to allow the Company to optimize risk exposures. under Section 197(12) of the Companies Act, 2013, are attached as Annexure III to

this report.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

A. Conservation of Energy: All contacts/arrangements/transactions entered by the Company with its Related Parties are pre-approved by the Audit Committee. Prior omnibus approval of the Considering the nature of business of the Company, energy does not form a Audit Committee is obtained on yearly basis for the transactions which are of significant portion of the cost for the Company. Yet wherever possible, and repetitive nature.feasible, continuous efforts are being put for conservation of energy and

minimizing power cost. There were materially significant related party transactions made by the Company with Transport Corporation of India Limited, which were duly approved by the B. Technology Absorption

ndShareholders in the Annual General Meeting held on 2 August, 2016. The We are well aware of latest technology being available in our field of disclosures in form AOC-2 in terms of section 134 of the Companies Act, 2013 is operation. Necessary training is imparted to the relevant people, from time to provided and forming part of this report as Annexure IV.time, to make them well acquainted with the latest technology.The policy on Related Party Transactions may be accessed on the Company s

C. Foreign Exchange Earning and Outgowebsite at the following link:

During the year under review, there was no inflow or outgo of Foreign http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20PolicyExchange..pdf.

EXTRACT OF ANNUAL RETURNCORPORATE GOVERNANCE REPORT

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the The constructive corporate governance function is a device that preserves a board s Companies (Management and Administration) Rules, 2014, the extract of Annual

st ability to pursue long-term strategies that maximizes stakeholders value on a Return as on 31 March, 2017 is attached as Annexure I.sustainable basis. The Company strives to adopt and implement best Corporate

AUDITORS Governance practices. The report on Corporate Governance as stipulated under the Statutory Auditors SEBI Listing Regulations, 2015 forms an integral part of this Report.Pursuant to Section 139 of the Companies Act, 2013 read with the Companies MANAGEMENT DISCUSSION AND ANALYSIS REPORT(Audit and Auditors) Rules, 2014, a statutory auditor being a proprietor firm, shall The Annual Report contains a detailed report on Management Discussion and retire after functioning as an Auditor of the Company for a period of 05 years. Analysis as stipulated in Schedule V of SEBI Listing Regulations, 2015.

stFor Companies existing as on 1 April, 2014, a transition period of 03 years has been HUMAN RESOURCES

permitted under the Act.Your Company has a strongly committed and dedicated workforce, which is a key to

In line with the provisions of the Act, the Company s Auditors viz. M/s. M Gandhi & its sustained success. The Company believes in the strength of its most important Co. (Firm Regn. No.000851S), Chartered Accountants, Bangalore, are retiring at the asset i.e. Human Resources and realises that the motivation, sense of ownership ensuing Annual General Meeting. The Board places on record, its appreciation for and satisfaction of its people are the most important drivers for its continued the services rendered by M/s. M Gandhi & Co. as Statutory Auditors. growth. The Audit Committee has recommended the appointment of M/s. Luharuka &

OTHER DISCLOSURESAssociates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory

During the year under review, no information or disclosures were required to be Auditors of the Company in place of the incumbent, to hold office from the th th made in respect of the following:conclusion of 9 Annual General Meeting till the conclusion of 14 Annual General

• Change in the nature of Business.Meeting to be held in Calendar Year 2022.• Details on acceptance of deposits covered under Chapter V of the Companies M/s. Luharuka & Associates, Chartered Accountants, have confirmed their

Act, 2013.willingness and eligibility to the effect that their appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and • Any significant and material orders passed by the regulators or courts or that they are not disqualified for the appointment. tribunals impacting the going concern status and company s operations in

future.SECRETARIAL AUDITOR

ACKNOWLEDGEMENTPursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s S Grover & Co., Company Secretaries, as Secretarial Auditors of The Board of Directors of your Company wish to express their deep gratitude the Company for the financial year 2016-17. The Report on Secretarial Audit in the towards the valuable co-operation and support received from the various Ministries prescribed format of MR- 3 is attached as Annexure II to this report. and Departments of Government of India, various State Governments,

Banks/Financial Institutions and other stakeholders such as shareholders, During the Financial Year 2016-17, there were no such observations/qualifications/ customers and vendors etc.remarks either by the Statutory Auditors or the Secretarial Auditor in their Report,

which call for any further comments. Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose Further, no instance of fraud has been reported by the Statutory Auditor under enthusiasm drives the Company to grow and excel.section 143(12) of the Companies Act, 2013.

For and on behalf of Board of DirectorsPARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The information pertaining to the loans/guarantees given, investments made and thsecurities provided under section 186 of the Companies Act, 2013 are provided in Date: 16 May, 2017 D P Agarwal

the notes to standalone financial statement. Place: Gurugram Chairman

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04

DIRECTOR'S REPORT

Dear MembersthYour Directors have pleasure in presenting the 9 Annual Report on the business and operations together with the Audited Financials Statement (Standalone and Consolidated) for

stthe financial year ended 31 March , 2017.

Financial Results (Amount in `)


2016-17 2015-16 2016-17 2015-16

Income 123,146,661 93,609,864 55,086,249 32,004,069Profit before Interest, Depreciation, Taxation & Exceptional Items 88,757,354 68,601,477 27,149,824 9,043,517Less: Interest (Net) 26,844,579 21,978,110 4,344,956 58,215

Depreciation (Net) 15,713,494 14,472,576 2,440,707 1,114,762Profit before Tax (PBT) 46,199,281 32,150,791 20,364,161 7,870,540Less: Provision for Tax-Current 10,210,000 8,635,000 710,000 -

Deferred 3,663,300 4,014,400 (1,226,000) (2,774,100)Taxes for Earlier Years (490,826) (1,649,371) (24,681)MAT Credit (4,766,000) (3,606,000) (710,000) -

Profit after Tax (PAT) 37,582,807 24,756,762 21,590,161 10,669,321

REVIEW OF OPERATIONSstDuring the financial year ended 31 March, 2017, on Standalone basis, your Company

earned income of ` 55,086,249/- from operations as against ` 32,004,069/- in the previous year. The Profit after Tax was ̀ 21,590,161/- as against ̀ 10,669,321/- in the previous year.

On the Consolidated basis, Your Company earned Income of `123,146,661/- from operations as against ` 93,609,864/- in the previous year. The profit before Tax was ` 46,199,281 /- as against ̀ 32,150,791/- in the previous year. The Profit after Tax stood at ̀ 37,582,807/- as against ̀ 24,756,762/- in the previous year.

DIVIDENDstFor the financial year ended 31 March, 2017, the Board of Directors of your Company

have recommended a Fixed Dividend @ 5% on 4,230,000 Non-Cumulative Non- Convertible Redeemable Preference Shares of ` 10/- each, subject to the approval of shareholders at the ensuing Annual General Meeting. The Board of Directors have not recommended any Dividend on Equity Shares of the Company for the financial year

stended 31 March, 2017.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIESstAs on 31 March, 2017, your Company has following subsidiaries viz.

I. TCI Infrastructure Limited;

II. TCI Properties (West) Limited;

III. TCI Distribution Centers Limited; &

IV. TDL Warehousing Parks Limited.

In accordance with provisions of the Companies Act, 2013 the performance and financial position of the each of the subsidiaries is set out in the prescribed Form AOC-1, forming part of Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to the Companies Act, 2013 and rules made thereunder, Mr. Chander Agarwal, Director, retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

As per the requirement of Regulation 36 of SEBI Listing regulations, a brief resume of the Director proposed to be reappointed in the ensuing AGM, is incorporated in the explanatory statement to the notice of AGM.

During the period under review, the Board appointed Mr. Rupesh Kumar as the a stCompany Secretary & Compliance Officer of the Company w.e.f. 1 June, 2016.

Declaration by Independent Directors

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. The details of meeting of Independent Directors held during the year are provided in the Corporate Governance Report.

Meeting of Independent DirectorsstA separate meeting of Independent Directors was held during the year ended 31 March,

2017. Other relevant information regarding the meeting are provided in the Corporate Governance Report.

Board Evaluation

In compliance with provisions of the Act and the corporate governance requirements as prescribed under SEBI Listing Regulations, the Board has carried out annual performance evaluation of Individual Directors, Board as a whole and Board level Committees during the year. The evaluation policy has well - defined standards for evaluation, including performance against objectives set by the Board, contribution towards the development of strategies, inter-se communication among the Board Members, attendance & participation in the Board & Committee Meetings etc.

MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the Financial Year 2016-17. For more details, kindly refer the Corporate Governance Report annexed to this Report.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

st• That in the preparation of the annual financial statements for the year ended 31 March, 2017, all the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

• That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• That 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;

• That the directors have prepared the annual accounts on a going concern basis;

• That 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

• That 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.

AUDIT COMMITTEE

In terms of requirements of Section 177(8) of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee are given in the Corporate Governance Report annexed to this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a Whistle Blower Mechanism for providing safeguard against victimization of employees and to report instances of any unethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness. Internal Financial Controls have also been discussed in the Directors Responsibility Statement and CEO/CFO Certification forming part of this report.

05


DIRECTOR'S REPORT

RISK MANAGEMENT POLICY REMUNERATION POLICY AND DISCLOSURES

Your Company has a well-defined risk management policy which establishes a Your Company has a well-structured Remuneration Policy in relation to the structured and disciplined approach to Risk Management. The risks existing in the remuneration of its of Directors, KMPs and Senior Management of your Company. internal and external environment are periodically identified and reviewed, based Further, details on the Remuneration Policy are available in the Corporate on which, the cost of treating risks is assessed and risk treatment plans are devised. Governance Report.

With the recommendations of the Board, the policy undergoes continuous The disclosures pertaining to Remuneration of Directors and KMPs as required improvements to allow the Company to optimize risk exposures. under Section 197(12) of the Companies Act, 2013, are attached as Annexure III to

this report.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

A. Conservation of Energy: All contacts/arrangements/transactions entered by the Company with its Related Parties are pre-approved by the Audit Committee. Prior omnibus approval of the Considering the nature of business of the Company, energy does not form a Audit Committee is obtained on yearly basis for the transactions which are of significant portion of the cost for the Company. Yet wherever possible, and repetitive nature.feasible, continuous efforts are being put for conservation of energy and

minimizing power cost. There were materially significant related party transactions made by the Company with Transport Corporation of India Limited, which were duly approved by the B. Technology Absorption

ndShareholders in the Annual General Meeting held on 2 August, 2016. The We are well aware of latest technology being available in our field of disclosures in form AOC-2 in terms of section 134 of the Companies Act, 2013 is operation. Necessary training is imparted to the relevant people, from time to provided and forming part of this report as Annexure IV.time, to make them well acquainted with the latest technology.The policy on Related Party Transactions may be accessed on the Company s

C. Foreign Exchange Earning and Outgowebsite at the following link:

During the year under review, there was no inflow or outgo of Foreign http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20PolicyExchange..pdf.

EXTRACT OF ANNUAL RETURNCORPORATE GOVERNANCE REPORT

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the The constructive corporate governance function is a device that preserves a board s Companies (Management and Administration) Rules, 2014, the extract of Annual

st ability to pursue long-term strategies that maximizes stakeholders value on a Return as on 31 March, 2017 is attached as Annexure I.sustainable basis. The Company strives to adopt and implement best Corporate

AUDITORS Governance practices. The report on Corporate Governance as stipulated under the Statutory Auditors SEBI Listing Regulations, 2015 forms an integral part of this Report.Pursuant to Section 139 of the Companies Act, 2013 read with the Companies MANAGEMENT DISCUSSION AND ANALYSIS REPORT(Audit and Auditors) Rules, 2014, a statutory auditor being a proprietor firm, shall The Annual Report contains a detailed report on Management Discussion and retire after functioning as an Auditor of the Company for a period of 05 years. Analysis as stipulated in Schedule V of SEBI Listing Regulations, 2015.

stFor Companies existing as on 1 April, 2014, a transition period of 03 years has been HUMAN RESOURCES

permitted under the Act.Your Company has a strongly committed and dedicated workforce, which is a key to

In line with the provisions of the Act, the Company s Auditors viz. M/s. M Gandhi & its sustained success. The Company believes in the strength of its most important Co. (Firm Regn. No.000851S), Chartered Accountants, Bangalore, are retiring at the asset i.e. Human Resources and realises that the motivation, sense of ownership ensuing Annual General Meeting. The Board places on record, its appreciation for and satisfaction of its people are the most important drivers for its continued the services rendered by M/s. M Gandhi & Co. as Statutory Auditors. growth. The Audit Committee has recommended the appointment of M/s. Luharuka &

OTHER DISCLOSURESAssociates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory

During the year under review, no information or disclosures were required to be Auditors of the Company in place of the incumbent, to hold office from the th th made in respect of the following:conclusion of 9 Annual General Meeting till the conclusion of 14 Annual General

• Change in the nature of Business.Meeting to be held in Calendar Year 2022.• Details on acceptance of deposits covered under Chapter V of the Companies M/s. Luharuka & Associates, Chartered Accountants, have confirmed their

Act, 2013.willingness and eligibility to the effect that their appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and • Any significant and material orders passed by the regulators or courts or that they are not disqualified for the appointment. tribunals impacting the going concern status and company s operations in

future.SECRETARIAL AUDITOR

ACKNOWLEDGEMENTPursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s S Grover & Co., Company Secretaries, as Secretarial Auditors of The Board of Directors of your Company wish to express their deep gratitude the Company for the financial year 2016-17. The Report on Secretarial Audit in the towards the valuable co-operation and support received from the various Ministries prescribed format of MR- 3 is attached as Annexure II to this report. and Departments of Government of India, various State Governments,

Banks/Financial Institutions and other stakeholders such as shareholders, During the Financial Year 2016-17, there were no such observations/qualifications/ customers and vendors etc.remarks either by the Statutory Auditors or the Secretarial Auditor in their Report,

which call for any further comments. Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose Further, no instance of fraud has been reported by the Statutory Auditor under enthusiasm drives the Company to grow and excel.section 143(12) of the Companies Act, 2013.

For and on behalf of Board of DirectorsPARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The information pertaining to the loans/guarantees given, investments made and thsecurities provided under section 186 of the Companies Act, 2013 are provided in Date: 16 May, 2017 D P Agarwal

the notes to standalone financial statement. Place: Gurugram Chairman

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No. of Shares held at the No. of Shares held at

Sl. Category of Shareholders beginning of the year the end of the year

No Demat Physical Total % of Total Demat Physical Total % of Total

Shares Shares Shares Shares

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) Sub-Total B(1) : - 1,330 1,330 0.04 - 1,330 1,330 0.04 -

(2) Non-Institutions

(a) Bodies Corporate 53,065 3,160 56,225 1.51 52,804 3,160 55,964 1.50 0.01(b) Individuals

(i) Individuals holding nominal share capital 279,925 102,394 382,319 10.25 251,442 100,483 351,925 9.44 0.81up to Rs.2 lakh

(ii) Individuals holding nominal share capital in 342,044 - 342,044 9.17 374,182 - 374,182 10.03 (0.86)excess of Rs.2 lakh

(c) Others Non Resident Indians 9,512 46,043 55,555 1.49 6,416 12,078 18,494 0.50 0.99 NRI Non-Repatriation - - - - 35,568 - 35,568 0.95 (0.95) Overseas Corporate Bodies - 101,548 101,548 2.72 - 101,548 101,548 2.72 -

(d) Qualified Foreign Investor - - - - - - - - -Sub-Total B(2) : 684,546 253,145 937,691 25.14 720,412 217,269 937,681 25.14 -

Total B=B(1)+B(2) : 684,546 254,475 939,021 25.18 720,412 218,599 939,011 25.18 -Total (A+B) : 3,474,956 254,475 3,729,431 100.00 3,510,832 218,599 3,729,431 100.00 -

(C) SHARES HELD BY CUSTODIANS, AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED

(1) Promoter and Promoter Group - - - - - - - - -(2) Public - - - - - - - - -

GRAND TOTAL (A+B+C) : 3,474,956 254,475 3,729,431 100.00 3,510,832 218,599 3,729,431 100.00 -

1 M/s. Bhoruka Finance Corporation of India Ltd. 798,489 21.41 - 798,489 21.41 - -2 M/s. Bhoruka International Private Ltd. 557,910 14.96 - 557,910 14.96 - -3 Mr. D P Agarwal-TCI Trading 248,749 6.67 - 248,749 6.67 - -4 M/s. TCI India Ltd. 228,955 6.14 - 228,955 6.14 - -5 Mr. Vineet Agarwal 171,685 4.60 - 171,685 4.60 - -6 Mrs. Priyanka Agarwal 117,260 3.14 - 117,260 3.14 - -7 M/s. TCI Global Logistics Ltd. 114,595 3.07 - 114,595 3.07 - -8 Mr. Dharmpal Agarwal-HUF 108,107 2.90 - 108,107 2.90 - -9 Mr. Chander Agarwal 106,451 2.85 - 106,451 2.85 - -10 M/s. Transport Corporation of India Ltd* 99,990 2.68 - 100,000 2.68 - -11 Mrs. Urmila Agarwal 86,186 2.31 - 86,186 2.31 - -12 Mr. Dharmpal Agarwal 54,154 1.45 - 54,154 1.45 - -13 M/s. XPS Cargo Services Ltd. 49,242 1.32 - 49,242 1.32 - -14 Mrs. Chandrima Agarwal 47,209 1.27 - 47,209 1.27 - -15 Mr. Vineet Agarwal- HUF 1,038 0.03 - 1,038 0.03 - -16 Master Vihaan Agarwal 349 0.01 - 349 0.01 - -17 Master Nav Agarwal 41 0.00 - 41 0.00 - - Total 2,790,410 74.82 - 2,790,410 74.82 - -* Shares held by nominee of Transport Corporation of India Limited transferred in the name of Transport Corporation of India Limited.

% change in

shareholding

during the

year

(ii) Shareholding of Promoter

Shareholding at the Shareholding at the

Sl Name of the Promoter beginning of the year end of the year

No. No of % of total % of shares No of % of total % of shares

shares shares pledged / shares shares pledged /

of the encumbered of the encumbered

company to total shares company to total shares

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

There has been no change in the promoter's shareholding during the year, apart from transfer of 10 shares held by the nominee of Transport Corporation of India Limited to Transport Corporation of India Limited.

(iv) CHANGE IN TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF ADRs AND GDRs)

Sl. Shareholding at the % Capital Change in shareholding Shareholding at the

No. HOLDER beginning of the Year During the year end of the Year % Capital

1 Mr. Siddhartha Agarwal 5 0.00 139,209 139,214 3.732 Ms. Deepa Bagla 179,925 4.82 (62,425) 117,500 3.153 M/s. Arcee Holdings Limited-OCB 101,548 2.72 - 101,548 2.724 Ms. Sangeeta Nirmal Bang 51,745 1.39 (7,581) 44,164 1.185 Ms. Sushma Chamaria 33,733 0.90 - 33,733 0.906 Mr. Pradeep Phulchand Agarwal 19,666 0.53 7,112 26,778 0.727 Ms. K. Swapna 26,310 0.71 - 26,310 0.718 Mr. Pradeep Aggarwal 550 0.01 19,666 20,216 0.549 M/s. Padmavati Properties & Trust Pvt. Ltd. 18,500 0.50 - 18,500 0.5010 Ms. Sapna Pradeep Agarwal 17,566 0.47 - 17,566 0.47


06

DIRECTOR'S REPORT

ANNEXURE - I

EXTRACT OF ANNUAL RETURN (MGT - 9) st(As on financial year ended 31 March, 2017)

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

I. CIN L70102TG2008PLC059173thII. Registration Date 14 May, 2008

III. Name of the Company TCI Developers Ltd.IV. Category/Sub-category of the Company Company Limited by Shares/ Indian Non- Government Company

rdV. Address of the Registered office & contact details Flat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal Chambers, S.P. Road, Secunderabad- 500003Phone: +91-40-27840104, Fax: +91-40-27840163, E - Mail: [email protected]

VI. Whether listed company YesVII. Name, Address & contact details of the M/s Karvy Computershare Private Limited

Registrar & Transfer Agent, if any. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032. Phone: +91 40 - 23420818, Fax: +91 40 - 23420814, E-Mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No. Name & Description of main products/services NIC Code of the products/services % to total turnover of the company

1 Rental or leasing services of factories, office buildings, warehouses 99721121

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No Name & Address of the Company CIN Holding/ % of Applicable

Subsidiary/ Associate Shares Held Section

1 TCI Infrastructure Ltd.rd Flat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal, Chambers, U45400TG2008PLC059182 Subsidiary 100.00 2(87)

S.P. Road, Secunderabad, Telangana- 5000032 TCI Properties (West) Ltd.

rdFlat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal, Chambers, U45201TG2000PLC065904 Subsidiary 60.00 2(87)S.P. Road, Secunderabad, Telangana- 500003

3 TCI Distribution Centers Ltd.DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi, 110020 U51909DL2005PLC138787 Subsidiary 94.10 2(87)

4 TDL Warehousing Parks Ltd.DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi, 110020 U74300DL2015PLC279164 Subsidiary 100.00 2(87)

25.63

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as %age to total Equity)

i. Category-wise shareholding

% change

during the

year





(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X)(A) PROMOTER AND PROMOTER GROUP

(1) INDIAN (a) Individual /HUF 941,229 - 941,229 25.24 941,229 - 941,229 25.24 -(b) Central Government/State Government(s) - - - - - - - - -(c) Bodies Corporate 1,849,181 - 1,849,181 49.58 1,849,191 - 1,849,191 49.58 -(d) Financial Institutions / Banks - - - - - - - - -(e) Others - - - - - - - - -

Sub-Total A(1) : 2,790,410 - 2,790,410 74.82 2,790,420 - 2,790,420 74.82 -

(2) Foreign

(a) Individuals (NRIs/Foreign Individuals) - - - - - - - - -(b) Bodies Corporate - - - - - - - - -(c) Institutions - - - - - - - - -(d) Qualified Foreign Investor - - - - - - - - -(e) Others - - - - - - - - -

Sub-Total A(2) : - - - - - - - - -

Total A=A(1)+A(2) 2,790,410 - 2,790,410 74.82 2,790,420 - 2,790,420 74.82 -

(B) PUBLIC SHAREHOLDING

(1) Institutions (a) Mutual Funds /UTI - 25 25 0.00 - 25 25 0.00 -(b) Financial Institutions /Banks - 1,031 1,031 0.03 - 1,031 1031 0.03 -(c) Central Government / State Government(s) - - - - - - - - -(d) Venture Capital Funds - - - - - - - - -(e) Insurance Companies - - - - - - - - -(f) Foreign Institutional Investors - 274 274 0.01 - 274 274 0.01 -(g) Foreign Venture Capital Investors - - - - - - - - -(h) Qualified Foreign Investor - - - - - - - - -(I) Others - - - - - - - - -

07


DIRECTOR'S REPORT

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(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) Sub-Total B(1) : - 1,330 1,330 0.04 - 1,330 1,330 0.04 -

(2) Non-Institutions

(a) Bodies Corporate 53,065 3,160 56,225 1.51 52,804 3,160 55,964 1.50 0.01(b) Individuals

(i) Individuals holding nominal share capital 279,925 102,394 382,319 10.25 251,442 100,483 351,925 9.44 0.81up to Rs.2 lakh

(ii) Individuals holding nominal share capital in 342,044 - 342,044 9.17 374,182 - 374,182 10.03 (0.86)excess of Rs.2 lakh

(c) Others Non Resident Indians 9,512 46,043 55,555 1.49 6,416 12,078 18,494 0.50 0.99 NRI Non-Repatriation - - - - 35,568 - 35,568 0.95 (0.95) Overseas Corporate Bodies - 101,548 101,548 2.72 - 101,548 101,548 2.72 -

(d) Qualified Foreign Investor - - - - - - - - -Sub-Total B(2) : 684,546 253,145 937,691 25.14 720,412 217,269 937,681 25.14 -

Total B=B(1)+B(2) : 684,546 254,475 939,021 25.18 720,412 218,599 939,011 25.18 -Total (A+B) : 3,474,956 254,475 3,729,431 100.00 3,510,832 218,599 3,729,431 100.00 -

(C) SHARES HELD BY CUSTODIANS, AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED

(1) Promoter and Promoter Group - - - - - - - - -(2) Public - - - - - - - - -

GRAND TOTAL (A+B+C) : 3,474,956 254,475 3,729,431 100.00 3,510,832 218,599 3,729,431 100.00 -

1 M/s. Bhoruka Finance Corporation of India Ltd. 798,489 21.41 - 798,489 21.41 - -2 M/s. Bhoruka International Private Ltd. 557,910 14.96 - 557,910 14.96 - -3 Mr. D P Agarwal-TCI Trading 248,749 6.67 - 248,749 6.67 - -4 M/s. TCI India Ltd. 228,955 6.14 - 228,955 6.14 - -5 Mr. Vineet Agarwal 171,685 4.60 - 171,685 4.60 - -6 Mrs. Priyanka Agarwal 117,260 3.14 - 117,260 3.14 - -7 M/s. TCI Global Logistics Ltd. 114,595 3.07 - 114,595 3.07 - -8 Mr. Dharmpal Agarwal-HUF 108,107 2.90 - 108,107 2.90 - -9 Mr. Chander Agarwal 106,451 2.85 - 106,451 2.85 - -10 M/s. Transport Corporation of India Ltd* 99,990 2.68 - 100,000 2.68 - -11 Mrs. Urmila Agarwal 86,186 2.31 - 86,186 2.31 - -12 Mr. Dharmpal Agarwal 54,154 1.45 - 54,154 1.45 - -13 M/s. XPS Cargo Services Ltd. 49,242 1.32 - 49,242 1.32 - -14 Mrs. Chandrima Agarwal 47,209 1.27 - 47,209 1.27 - -15 Mr. Vineet Agarwal- HUF 1,038 0.03 - 1,038 0.03 - -16 Master Vihaan Agarwal 349 0.01 - 349 0.01 - -17 Master Nav Agarwal 41 0.00 - 41 0.00 - - Total 2,790,410 74.82 - 2,790,410 74.82 - -* Shares held by nominee of Transport Corporation of India Limited transferred in the name of Transport Corporation of India Limited.

% change in

shareholding

during the

year

(ii) Shareholding of Promoter

Shareholding at the Shareholding at the

Sl Name of the Promoter beginning of the year end of the year

No. No of % of total % of shares No of % of total % of shares

shares shares pledged / shares shares pledged /

of the encumbered of the encumbered

company to total shares company to total shares

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

There has been no change in the promoter's shareholding during the year, apart from transfer of 10 shares held by the nominee of Transport Corporation of India Limited to Transport Corporation of India Limited.

(iv) CHANGE IN TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF ADRs AND GDRs)

Sl. Shareholding at the % Capital Change in shareholding Shareholding at the

No. HOLDER beginning of the Year During the year end of the Year % Capital

1 Mr. Siddhartha Agarwal 5 0.00 139,209 139,214 3.732 Ms. Deepa Bagla 179,925 4.82 (62,425) 117,500 3.153 M/s. Arcee Holdings Limited-OCB 101,548 2.72 - 101,548 2.724 Ms. Sangeeta Nirmal Bang 51,745 1.39 (7,581) 44,164 1.185 Ms. Sushma Chamaria 33,733 0.90 - 33,733 0.906 Mr. Pradeep Phulchand Agarwal 19,666 0.53 7,112 26,778 0.727 Ms. K. Swapna 26,310 0.71 - 26,310 0.718 Mr. Pradeep Aggarwal 550 0.01 19,666 20,216 0.549 M/s. Padmavati Properties & Trust Pvt. Ltd. 18,500 0.50 - 18,500 0.5010 Ms. Sapna Pradeep Agarwal 17,566 0.47 - 17,566 0.47


06

DIRECTOR'S REPORT

ANNEXURE - I

EXTRACT OF ANNUAL RETURN (MGT - 9) st(As on financial year ended 31 March, 2017)

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

I. CIN L70102TG2008PLC059173thII. Registration Date 14 May, 2008

III. Name of the Company TCI Developers Ltd.IV. Category/Sub-category of the Company Company Limited by Shares/ Indian Non- Government Company

rdV. Address of the Registered office & contact details Flat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal Chambers, S.P. Road, Secunderabad- 500003Phone: +91-40-27840104, Fax: +91-40-27840163, E - Mail: [email protected]

VI. Whether listed company YesVII. Name, Address & contact details of the M/s Karvy Computershare Private Limited

Registrar & Transfer Agent, if any. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032. Phone: +91 40 - 23420818, Fax: +91 40 - 23420814, E-Mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No. Name & Description of main products/services NIC Code of the products/services % to total turnover of the company

1 Rental or leasing services of factories, office buildings, warehouses 99721121

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No Name & Address of the Company CIN Holding/ % of Applicable

Subsidiary/ Associate Shares Held Section

1 TCI Infrastructure Ltd.rd Flat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal, Chambers, U45400TG2008PLC059182 Subsidiary 100.00 2(87)

S.P. Road, Secunderabad, Telangana- 5000032 TCI Properties (West) Ltd.

rdFlat No. 306 & 307, 1-8-271 to 273, 3 Floor, Ashoka Bhoopal, Chambers, U45201TG2000PLC065904 Subsidiary 60.00 2(87)S.P. Road, Secunderabad, Telangana- 500003

3 TCI Distribution Centers Ltd.DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi, 110020 U51909DL2005PLC138787 Subsidiary 94.10 2(87)

4 TDL Warehousing Parks Ltd.DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi, 110020 U74300DL2015PLC279164 Subsidiary 100.00 2(87)

25.63

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as %age to total Equity)

i. Category-wise shareholding

% change

during the

year





(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X)(A) PROMOTER AND PROMOTER GROUP

(1) INDIAN (a) Individual /HUF 941,229 - 941,229 25.24 941,229 - 941,229 25.24 -(b) Central Government/State Government(s) - - - - - - - - -(c) Bodies Corporate 1,849,181 - 1,849,181 49.58 1,849,191 - 1,849,191 49.58 -(d) Financial Institutions / Banks - - - - - - - - -(e) Others - - - - - - - - -

Sub-Total A(1) : 2,790,410 - 2,790,410 74.82 2,790,420 - 2,790,420 74.82 -

(2) Foreign

(a) Individuals (NRIs/Foreign Individuals) - - - - - - - - -(b) Bodies Corporate - - - - - - - - -(c) Institutions - - - - - - - - -(d) Qualified Foreign Investor - - - - - - - - -(e) Others - - - - - - - - -

Sub-Total A(2) : - - - - - - - - -

Total A=A(1)+A(2) 2,790,410 - 2,790,410 74.82 2,790,420 - 2,790,420 74.82 -

(B) PUBLIC SHAREHOLDING

(1) Institutions (a) Mutual Funds /UTI - 25 25 0.00 - 25 25 0.00 -(b) Financial Institutions /Banks - 1,031 1,031 0.03 - 1,031 1031 0.03 -(c) Central Government / State Government(s) - - - - - - - - -(d) Venture Capital Funds - - - - - - - - -(e) Insurance Companies - - - - - - - - -(f) Foreign Institutional Investors - 274 274 0.01 - 274 274 0.01 -(g) Foreign Venture Capital Investors - - - - - - - - -(h) Qualified Foreign Investor - - - - - - - - -(I) Others - - - - - - - - -

07


DIRECTOR'S REPORT

Stra

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orts

Fin

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orts

Notice o

f Annual

Gen

eral M

eeting

(v) Shareholding of Directors and KMPs

Sl. Shareholding at Change in Shareholding

No. DIRECTORS the beginning % Capital shareholding at the end % Capital

of the Year during the year of the Year

1 Mr. D P Agarwal 54,154 1.45 - 54,154 1.452 Mr. Vineet Agarwal 171,685 4.60 - 171,685 4.603 Mr. Chander Agarwal 106,451 2.85 - 106,451 2.854 Mr. Naresh Kumar Baranwal 127 0.00 - 127 0.00

Note: No other Director or KMP holds any shares in the Company.(V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (in `)

Particulars Secured Loans Unsecured Deposits Total

excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 190,399 41,350,000 0 41,540,399ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 190,399 41,350,000 0 41,540,399

Change in Indebtedness during the financial yearAdditions 0 0 0 0Reduction 190,399 0 0 0Net Change 190,399 0 0 0

Indebtedness at the end of the financial year

i) Principal Amount 0 41,350,000 0 41,350,000ii) Interest due but not paid 0 3,907,575 0 3,907,575iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 0 45257575 0 45257575

(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and / or Manager (in `)

Particulars of Remuneration Mr. N K Baranwal Total

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 5,809,200 5,809,200(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 28,800 28,800(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - -Stock option - -Sweat Equity - -Commission as % of profit - -Others 32,4000 32,4000

Total 6,162,000 6,162,000

Ceiling as per Act Section -II of Schedule V to the Companies Act, 2013: ` 42 Lakhs per annum.In case of Special Resolution: ` 84 Lakhs per annum.

B. Remuneration to other Directors

I. Independent Directors (In `)

Sl. No. Particulars Name of the Director

Mr. O S Reddy Mr. Ashok B Lall Mr. Amitava Ghosh Ms. Manisha Agarwal Total

1 Fee for attending Board/ Committee meetings 16,000 24,000 24,000 15,000 79,0002 Commissions - - - - -

Total 16,000 24,000 24,000 15,000 79,000

II. Non-Executive Non Independent Directors


Mr. D P Agarwal Mr. Vineet Agarwal Mr. Chander Agarwal Total

1 Fee for attending Board/Committee meetings - - - -2 Commissions - - - -

Total - - - -

Ceiling as per Act No remuneration has been paid to Non - Executive Directors

To,

The Members,

TCI DEVELOPERS LIMITED

Flat No. 306 & 307, 1-8-271 to 273, 3rd Floor,Ashoka Bhoopal Chambers, S.P. Road, Secunderabad-500003I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TCI DEVELOPERS

LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has,

st during the audit period covering the financial year ended on 31 March,2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by TCI DEVELOPERS LIMITED for the financial

st year ended on 31 March, 2017 according to the provisions of:i. The Companies Act, 2013 (the Act) and the rules made thereunder;ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules

made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;iv. Foreign Exchange Management Act, 1999 and the rules and

regulations made thereunder;2. The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act, 1992 ( SEBI Act ):-I. The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011;ii. The Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015;iii. The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;iv. The Securities and Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not

applicable as the Company does not have any existing ESOP;

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable as the Company has

not issued any debt securities.

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable as the Company has not

delisted/propose to delist its equity shares from any stock

exchange during the financial year under review;

viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable as the Company has not bought

back/propose to buyback any of its securities during the

financial year under review; and

ix. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

3. I have also examined Compliance with the other applicable Acts, such as:i. Payment Of Wages Act, 1936, and rules made there under,ii. The Minimum Wages Act, 1948, and rules made there under,iii. Employees State Insurance Act, 1948, and rules made there under,iv. The Employees Provident Fund and Miscellaneous Provisions Act,

1952, and rules made there under,v. The Payment of Bonus Act, 1965, and rules made there under,vi. Payment of Gratuity Act, 1972, and rules made there under.

ANNEXURE IIForm No. MR-3

SECRETARIAL AUDIT REPORTstFor the Financial Year ended on 31 March, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

4. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India under the Provisions of Companies Act, 2013 except as mentioned herein under.During the financial year under report, the Company has complied with the provisions of The Companies Act, 2013, to the extent applicable and the Rules, Regulations, Guidelines, Standards, etc. except as mentioned herein.

5. I have relied on the information and representation made by the Company and its Officers for Systems and mechanism formed by the Company for Compliances under applicable Acts, Laws, and regulations to the Company.

6. I further report that:i. The Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review are carried out in compliance with the provisions of the Act.

ii. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the Meeting.

iii. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

7. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For S Grover & Associates

Sanjay Grover

Practicing Company Secretaryth Date: 16 May, 2017 FCS No.: 5937

Place: New Delhi CP No.: 9654Note: This report is to be read with the letter of even date by the Secretarial Auditor, which is

annexed as 'ANNEXURE A' and forms an integral part of this report, which is also available on

the website of the Company.

Annexure - A

To,

The Members,


Flat No. 306 & 307, 1-8-271 to 273, 3rd Floor,Ashoka Bhoopal Chambers, S.P. Road, Secunderabad-500003

My report of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management

of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Whereever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company or of the efficacy or effectiveness with which the management has conducted the affairs of the company.

08

DIRECTOR'S REPORT


III. Remuneration of Key Managerial Personnel/Other than MD/Manager/WTD (in `)

Particulars of Remuneration Mr. Rajesh Dhyani Mr. Rupesh Kumar* Total

Gross Salary(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 990,080 238,250 1,228,330(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 - - -(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -Stock option - - -Sweat Equity - - -Commission as % of profit - - -Others 59,040 14,700 73,740

Total 1,049,120 252,950 1,302,070* Appointed as Company Secretary & Compliance Officer w.e.f. 1st June, 2016.(VII)PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

No penalties/punishment/compounding of offences were levied under Companies Act, 2013.

09

DIRECTOR'S REPORT


Stra

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orts

Fin

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l Rep

orts

Notice o

f Annual

Gen

eral M

eeting

(v) Shareholding of Directors and KMPs

Sl. Shareholding at Change in Shareholding

No. DIRECTORS the beginning % Capital shareholding at the end % Capital

of the Year during the year of the Year

1 Mr. D P Agarwal 54,154 1.45 - 54,154 1.452 Mr. Vineet Agarwal 171,685 4.60 - 171,685 4.603 Mr. Chander Agarwal 106,451 2.85 - 106,451 2.854 Mr. Naresh Kumar Baranwal 127 0.00 - 127 0.00

Note: No other Director or KMP holds any shares in the Company.(V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (in `)

Particulars Secured Loans Unsecured Deposits Total

excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 190,399 41,350,000 0 41,540,399ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 190,399 41,350,000 0 41,540,399

Change in Indebtedness during the financial yearAdditions 0 0 0 0Reduction 190,399 0 0 0Net Change 190,399 0 0 0

Indebtedness at the end of the financial year

i) Principal Amount 0 41,350,000 0 41,350,000ii) Interest due but not paid 0 3,907,575 0 3,907,575iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 0 45257575 0 45257575

(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and / or Manager (in `)

Particulars of Remuneration Mr. N K Baranwal Total

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 5,809,200 5,809,200(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 28,800 28,800(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - -Stock option - -Sweat Equity - -Commission as % of profit - -Others 32,4000 32,4000

Total 6,162,000 6,162,000

Ceiling as per Act Section -II of Schedule V to the Companies Act, 2013: ` 42 Lakhs per annum.In case of Special Resolution: ` 84 Lakhs per annum.

B. Remuneration to other Directors

I. Independent Directors (In `)


Mr. O S Reddy Mr. Ashok B Lall Mr. Amitava Ghosh Ms. Manisha Agarwal Total

1 Fee for attending Board/ Committee meetings 16,000 24,000 24,000 15,000 79,0002 Commissions - - - - -

Total 16,000 24,000 24,000 15,000 79,000

II. Non-Executive Non Independent Directors


Mr. D P Agarwal Mr. Vineet Agarwal Mr. Chander Agarwal Total

1 Fee for attending Board/Committee meetings - - - -2 Commissions - - - -

Total - - - -

Ceiling as per Act No remuneration has been paid to Non - Executive Directors

To,

The Members,


Flat No. 306 & 307, 1-8-271 to 273, 3rd Floor,Ashoka Bhoopal Chambers, S.P. Road, Secunderabad-500003I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TCI DEVELOPERS

LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has,

st during the audit period covering the financial year ended on 31 March,2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by TCI DEVELOPERS LIMITED for the financial

st year ended on 31 March, 2017 according to the provisions of:i. The Companies Act, 2013 (the Act) and the rules made thereunder;ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules

made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;iv. Foreign Exchange Management Act, 1999 and the rules and

regulations made thereunder;2. The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act, 1992 ( SEBI Act ):-I. The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011;ii. The Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015;iii. The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;iv. The Securities and Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not

applicable as the Company does not have any existing ESOP;

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable as the Company has

not issued any debt securities.

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable as the Company has not

delisted/propose to delist its equity shares from any stock

exchange during the financial year under review;

viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable as the Company has not bought

back/propose to buyback any of its securities during the

financial year under review; and

ix. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

3. I have also examined Compliance with the other applicable Acts, such as:i. Payment Of Wages Act, 1936, and rules made there under,ii. The Minimum Wages Act, 1948, and rules made there under,iii. Employees State Insurance Act, 1948, and rules made there under,iv. The Employees Provident Fund and Miscellaneous Provisions Act,

1952, and rules made there under,v. The Payment of Bonus Act, 1965, and rules made there under,vi. Payment of Gratuity Act, 1972, and rules made there under.

ANNEXURE IIForm No. MR-3

SECRETARIAL AUDIT REPORTstFor the Financial Year ended on 31 March, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

4. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India under the Provisions of Companies Act, 2013 except as mentioned herein under.During the financial year under report, the Company has complied with the provisions of The Companies Act, 2013, to the extent applicable and the Rules, Regulations, Guidelines, Standards, etc. except as mentioned herein.

5. I have relied on the information and representation made by the Company and its Officers for Systems and mechanism formed by the Company for Compliances under applicable Acts, Laws, and regulations to the Company.

6. I further report that:i. The Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review are carried out in compliance with the provisions of the Act.

ii. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the Meeting.

iii. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

7. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For S Grover & Associates

Sanjay Grover

Practicing Company Secretaryth Date: 16 May, 2017 FCS No.: 5937

Place: New Delhi CP No.: 9654Note: This report is to be read with the letter of even date by the Secretarial Auditor, which is

annexed as 'ANNEXURE A' and forms an integral part of this report, which is also available on

the website of the Company.

Annexure - A

To,

The Members,


Flat No. 306 & 307, 1-8-271 to 273, 3rd Floor,Ashoka Bhoopal Chambers, S.P. Road, Secunderabad-500003

My report of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management

of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Whereever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company or of the efficacy or effectiveness with which the management has conducted the affairs of the company.

08

DIRECTOR'S REPORT


III. Remuneration of Key Managerial Personnel/Other than MD/Manager/WTD (in `)

Particulars of Remuneration Mr. Rajesh Dhyani Mr. Rupesh Kumar* Total

Gross Salary(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 990,080 238,250 1,228,330(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 - - -(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -Stock option - - -Sweat Equity - - -Commission as % of profit - - -Others 59,040 14,700 73,740

Total 1,049,120 252,950 1,302,070* Appointed as Company Secretary & Compliance Officer w.e.f. 1st June, 2016.(VII)PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

No penalties/punishment/compounding of offences were levied under Companies Act, 2013.

09

DIRECTOR'S REPORT

Annual Report 2016 - 17 | TCI Developers LimitedStra

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Fin

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Notice o

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Gen

eral M

eeting

Two-third of the members of the Audit Committee are Independent Directors and all the members of the Audit Committee have accounting or financial Management expertise.

The terms of reference of the Committee are in line with the provisions of SEBI Listing Regulation, 2015 and the Companies Act, 2013.

stDuring the financial year ended 31 March, 2017, four meetings of the Audit th nd thCommittee were held on 28 May, 2016, 2 August, 2016, 19 October, 2016 and

st31 January, 2017.

The composition and the attendance of the members at the meetings held during the financial year 2016-17 are given below:

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board comprises of 4 (Four) members, 3 (three) of whom are Independent Directors with Mr. Ashok B Lall, Non-Executive Independent Director as its Chairman. The Company Secretary acts as the Secretary to the Committee.

The gap between two successive meetings did not exceed 120 days.

III. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI Listing Regulations, 2015, the Board, in accordance with evaluation program laid down by the Nomination and Remuneration Committee, has carried out an annual evaluation of its own performance, performance of the Directors, the Chairman and the Board as well as the evaluation of the working of its Committees.

IV. Familiarization Programme for Independent Directors

Independent Directors of the Company are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programs at the time of their appointment as Directors. To familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel give presentations on Company s strategy, operations, product offering, market, technology, facilities and risk management.

COMMITTEES OF THE BOARD

In compliance with the provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has constituted following Committees of Directors:

i. Audit Committeeii. Nomination and Remuneration Committeeiii. Stakeholders Relationship Committee

iv. Share Transfer Committee

Audit Committee

The Audit Committee of the Board presently consists of four Non-executive Directors, out of which three are Independent.

ANNEXURE - IIISTATEMENT UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

II. Total employees on the payroll of the Company:

20 (Twenty)

III. Percentage increase in the median remuneration of employees

during FY 2016-17:

57.34%

IV. Remuneration of Managerial Personnel Vis a Vis other employees

During the year, average percentile increase in the salary of employees other than management personnel was 48.49% as against 43.39% average percentile increase in the salary of managerial remuneration. Keeping in view individual performance, business outlook, growth prospects, market trends, the increase in the remuneration of Managerial personnel is justified.

V. Pursuant to Rule 5(1)(xii) of the companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014, it is hereby

affirmed that the remuneration paid is as per the as per the

Remuneration Policy for Directors, Key Managerial Personnel and other

Employees.

Annexure - IVFORM NO. AOC.2

DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF

SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO

1. Details of contracts or arrangements or transactions not at Arm's length

basis.

2. Details of Material Contracts or Arrangement or Transactions at Arm's

Length Basis:

Sl. No. Particulars Details

1 Name (s) of the related party Transport Corporation of India Limited2 Nature of contracts/arrangements Project Management Services and Rental

/transactions Transactions3 Duration of the contracts/ As per the terms of the respective contract

arrangements/transactions4 Salient terms of the contracts or As per the Commercial terms in line with

arrangements or transaction business practices and comparable with including the value, if any unrelated parties. Value of Total

Transactions: ̀ 9,780,720th5 Date of approval by the Board, 28 May, 2016

if any6 Amount paid as advances, if any NIL

For and on behalf of the Board of Directors

thDate: 16 May, 2017 D P Agarwal

Place: Gurugram Chairman

10

DIRECTOR'S REPORT


I. Remuneration details of Directors and Key Managerial Personnel

(KMPs)

a) Executive Directors

VI. Details of top ten employees of the Company in terms of remuneration drawn including employees who, if employed throughout the year, were in receipt of

remuneration at the rate of not less than Rs. 10,200,000/- per annum and if employed for part of the year, were in receipt of remuneration at the rate of not

less than Rs. 850,000/- per month.:

Name of the Director Position Category No. of meetings

Held Attended

Mr. Amitava Ghosh Chairman Non Executive & 4 3Independent

Mr. O Swaminatha Reddy Member Non Executive & 4 2Independent

Mr. Ashok B. Lall Member Non Executive & 4 3Independent

Mr. Vineet Agarwal Member Non-Executive 4 4

Nil

Sl. No. Particulars

1 Name (s) of the related party & nature of relationship

2 Nature of contracts/arrangements/transactions

3 Duration of the contracts/arrangements/transactions

4 Salient terms of the contracts or arrangements or transaction including the value, if any

5 Justification for entering into such contracts or arrangements or transactions

6 Date of approval by the Board

7 Amount paid as advances, if any

Details

Sl. No Name Gross Salary Designation/ Qualification/ Date of Age Previous

including Nature of Experience commencement ( in years) employment/Position

Perks if any Duties (in years) of employment held

1 Mr. Naresh Kumar 6,162,300 CEO & Whole CA / 33 Year 15-04-1995 58 Triveni Sheet Glass Works Ltd./ ManagerBaranwal Time Director

2 Mr. Arun Verma 2,144,091 GM (Engineer) BE (Civil) / 13 Year 19-11-2012 36 Technopark Advisors Ltd./ Principal Consultant

3 Mr. Ramesh Kumar 1,153,827 Manager (Admin) BA / 27 Year 01-08-2011 49 Shopper Stop Ltd./ Admin & Maintenance Head

4 Mr. Atul Kumar Jain 1,102,608 GM (Liaison/legal) BE (Civil)/ 23 Year 29-09-2014 54 Sahara Prime City Ltd./ Dy. Manager

5 Mr. Rajesh Dhyani 1,049,120 Dy. CFO CA / 07 Year 21-02-2011 34 Procall Pvt Ltd./ Asst. Manager

6 Ms. Anju Saini 765,624 Manager (Admin) BE (Architect) / 10 Year 10-09-2007 43 Space Combine Associate/ Architect

7 Mr. Rajeev Ranjan 593,684 Executive (Accounts) CWA/ 06 Year 11-03-2013 34 Action Ispat & Power (P) Ltd./ Asst. Manager

8 Mr. Mariyappan 523,715 DGM (Engineer) M. Tech / 13 years 16-11-2016 38 HCL Technology Ltd./ ManagerKumar

9 Mr. Girish Kumar 405,928 Executive (Legal) LLM / 06 Year 16-07-2012 31 Bardiya Corporation Pvt Ltd./Executive-LegalAjariwal

10 Mr. Deepak Jain 405,285 DGM (Admin) Master Diploma/ 30 years 28-11-2016 47 SAS Infotech Pvt Ltd./ DGM – Services

Name of Designation % increase Ratio of

Director Remuneration Remuneration of

over last year Directors with Median

Remuneration of empolyees

Mr. Naresh Whole 10.16 43.39Kumar Time DirectorBaranwal

Note: No remuneration has been paid to any Non-Executive Director for the FY 2016-17.


CORPORATE GOVERNANCE PHILOSOPHY

Your Company firmly believes that good Corporate Governance practices are ingredients for the balanced development of an organization and that they not only maximize the shareholder's value but also contribute to the sustained and long lasting development of the organization. The Board of Directors believe in ethical values and high moral standards for achieving the highest standards of Corporate Governance. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practices under continuous review and strive to achieve excellence in governance norms.

BOARD OF DIRECTORS

Your Company is strongly influenced by the quality of leadership demonstrated by the Board of Directors. The Company's policy is to have an appropriate combination of

S.No Name of Director Category Whether

Attended Held positions held

last AGM

1 Mr. D.P Agarwal Chairman, Non-Executive Director Yes 6 0 0 2

2 Mr. O. Swaminatha Reddy Independent Director Yes 8 3 5 2

3 Mr. Amitava Ghosh Independent Director No 5 0 2 0

4 Mr. Ashok B Lall Independent Director Yes 2 0 0 0

5 Mrs. Manisha Agarwal Independent Director Yes 1 1 0 0

6 Mr. Vineet Agarwal Non-Executive, Promoter Director Yes 5 3 0 7

7 Mr. Chander Agarwal Non-Executive, Promoter Director Yes 4 2 0 1

8 Mr. Naresh Kumar Baranwal Whole Time Director Yes 1 2 0 0

No. of Number of Committee Directorship

Public Private Chairman Member

Note:

(i) Chairmanship/Membership of Committee includes only Audit Committee and Stakeholder Relationship Committee in Indian Public Companies.(ii) Directorship exclude Foreign Companies and Section 8 Companies.(iii) Mr. D P Agarwal, Mr. Vineet Agarwal & Mr. Chander Agarwal are related to each other.

II. Details of Board Meetings

The Board meets at regular intervals to review the performance of the Company. During the year under review, your Directors met 4 (four) times on

th nd th st28 May, 2016, 2 August, 2016, 19 October, 2016 and 31 January, 2017. The details of Board Meeting held during the year are given hereunder:

b) Key Managerial Personnel (other than Executive Directors)

Name of the KMP Designation % increase in remuneration

over last year

Mr. Rajesh Dhyani Dy. CFO 13.80Mr. Rupesh Kumar* Company Secretary NA

& Compliance Officerst* Appointed as Company Secretary & Compliance Officer w.e.f. 1 June, 2016.

REPORT ON CORPORATE GOVERNANCE

Executive, Non-Executive Directors and Independent Directors to maintain the independence of the Board.

I. Composition

Your Company's Board has an optimum combination of Executive, Non-executive and Independent Directors with one women Director, as per the requirements of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ). The composition of the Board meets all the criteria mandated by SEBI Listing Regulations and the Companies Act, 2013.

The names and categories of the Directors on the Board alongwith their attendance at the Annual General Meeting, and the number of other Directorship and Chairmanship / Membership of Committees held by them is given below:

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Sl. No. Date of Meeting Board Strength No. of Directors Place of

Present Meetingth1. 28 May,2016 8 6 Gurugram

nd2. 2 August, 2016 8 7 Hyderabadth3. 19 October,2016 8 7 Gurugramst4. 31 January,2017 8 7 Gurugram


During the year under review, the Nomination and Remuneration Committee has met 2 th st(two) times on 28 May, 2016 and 31 January , 2017.



Held Attended

Mr. Amitava Ghosh Chairman Non Executive & Independent 2 2

Mr. O Swaminatha Reddy Member Non Executive & Independent 2 -

Mr. Ashok B. Lall Member Non Executive & Independent 2 2


Two-third of the members of the Audit Committee are Independent Directors and all the members of the Audit Committee have accounting or financial Management expertise.


stDuring the financial year ended 31 March, 2017, four meetings of the Audit th nd thCommittee were held on 28 May, 2016, 2 August, 2016, 19 October, 2016 and

st31 January, 2017.


Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board comprises of 4 (Four) members, 3 (three) of whom are Independent Directors with Mr. Ashok B Lall, Non-Executive Independent Director as its Chairman. The Company Secretary acts as the Secretary to the Committee.

The gap between two successive meetings did not exceed 120 days.

III. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI Listing Regulations, 2015, the Board, in accordance with evaluation program laid down by the Nomination and Remuneration Committee, has carried out an annual evaluation of its own performance, performance of the Directors, the Chairman and the Board as well as the evaluation of the working of its Committees.

IV. Familiarization Programme for Independent Directors

Independent Directors of the Company are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programs at the time of their appointment as Directors. To familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel give presentations on Company s strategy, operations, product offering, market, technology, facilities and risk management.

COMMITTEES OF THE BOARD

In compliance with the provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has constituted following Committees of Directors:

i. Audit Committeeii. Nomination and Remuneration Committeeiii. Stakeholders Relationship Committee

iv. Share Transfer Committee

Audit Committee

The Audit Committee of the Board presently consists of four Non-executive Directors, out of which three are Independent.

ANNEXURE - IIISTATEMENT UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

II. Total employees on the payroll of the Company:

20 (Twenty)

III. Percentage increase in the median remuneration of employees

during FY 2016-17:

57.34%

IV. Remuneration of Managerial Personnel Vis a Vis other employees

During the year, average percentile increase in the salary of employees other than management personnel was 48.49% as against 43.39% average percentile increase in the salary of managerial remuneration. Keeping in view individual performance, business outlook, growth prospects, market trends, the increase in the remuneration of Managerial personnel is justified.

V. Pursuant to Rule 5(1)(xii) of the companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014, it is hereby

affirmed that the remuneration paid is as per the as per the

Remuneration Policy for Directors, Key Managerial Personnel and other

Employees.

Annexure - IVFORM NO. AOC.2

DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF

SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO

1. Details of contracts or arrangements or transactions not at Arm's length

basis.

2. Details of Material Contracts or Arrangement or Transactions at Arm's

Length Basis:

Sl. No. Particulars Details

1 Name (s) of the related party Transport Corporation of India Limited2 Nature of contracts/arrangements Project Management Services and Rental

/transactions Transactions3 Duration of the contracts/ As per the terms of the respective contract

arrangements/transactions4 Salient terms of the contracts or As per the Commercial terms in line with

arrangements or transaction business practices and comparable with including the value, if any unrelated parties. Value of Total

Transactions: ̀ 9,780,720th5 Date of approval by the Board, 28 May, 2016

if any6 Amount paid as advances, if any NIL


thDate: 16 May, 2017 D P Agarwal

Place: Gurugram Chairman

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DIRECTOR'S REPORT


I. Remuneration details of Directors and Key Managerial Personnel

(KMPs)

a) Executive Directors

VI. Details of top ten employees of the Company in terms of remuneration drawn including employees who, if employed throughout the year, were in receipt of

remuneration at the rate of not less than Rs. 10,200,000/- per annum and if employed for part of the year, were in receipt of remuneration at the rate of not

less than Rs. 850,000/- per month.:


Held Attended

Mr. Amitava Ghosh Chairman Non Executive & 4 3Independent

Mr. O Swaminatha Reddy Member Non Executive & 4 2Independent

Mr. Ashok B. Lall Member Non Executive & 4 3Independent


Nil

Sl. No. Particulars

1 Name (s) of the related party & nature of relationship

2 Nature of contracts/arrangements/transactions

3 Duration of the contracts/arrangements/transactions

4 Salient terms of the contracts or arrangements or transaction including the value, if any

5 Justification for entering into such contracts or arrangements or transactions

6 Date of approval by the Board

7 Amount paid as advances, if any

Details

Sl. No Name Gross Salary Designation/ Qualification/ Date of Age Previous

including Nature of Experience commencement ( in years) employment/Position

Perks if any Duties (in years) of employment held

1 Mr. Naresh Kumar 6,162,300 CEO & Whole CA / 33 Year 15-04-1995 58 Triveni Sheet Glass Works Ltd./ ManagerBaranwal Time Director

2 Mr. Arun Verma 2,144,091 GM (Engineer) BE (Civil) / 13 Year 19-11-2012 36 Technopark Advisors Ltd./ Principal Consultant

3 Mr. Ramesh Kumar 1,153,827 Manager (Admin) BA / 27 Year 01-08-2011 49 Shopper Stop Ltd./ Admin & Maintenance Head

4 Mr. Atul Kumar Jain 1,102,608 GM (Liaison/legal) BE (Civil)/ 23 Year 29-09-2014 54 Sahara Prime City Ltd./ Dy. Manager

5 Mr. Rajesh Dhyani 1,049,120 Dy. CFO CA / 07 Year 21-02-2011 34 Procall Pvt Ltd./ Asst. Manager

6 Ms. Anju Saini 765,624 Manager (Admin) BE (Architect) / 10 Year 10-09-2007 43 Space Combine Associate/ Architect

7 Mr. Rajeev Ranjan 593,684 Executive (Accounts) CWA/ 06 Year 11-03-2013 34 Action Ispat & Power (P) Ltd./ Asst. Manager

8 Mr. Mariyappan 523,715 DGM (Engineer) M. Tech / 13 years 16-11-2016 38 HCL Technology Ltd./ ManagerKumar

9 Mr. Girish Kumar 405,928 Executive (Legal) LLM / 06 Year 16-07-2012 31 Bardiya Corporation Pvt Ltd./Executive-LegalAjariwal

10 Mr. Deepak Jain 405,285 DGM (Admin) Master Diploma/ 30 years 28-11-2016 47 SAS Infotech Pvt Ltd./ DGM – Services

Name of Designation % increase Ratio of

Director Remuneration Remuneration of

over last year Directors with Median

Remuneration of empolyees

Mr. Naresh Whole 10.16 43.39Kumar Time DirectorBaranwal

Note: No remuneration has been paid to any Non-Executive Director for the FY 2016-17.


CORPORATE GOVERNANCE PHILOSOPHY

Your Company firmly believes that good Corporate Governance practices are ingredients for the balanced development of an organization and that they not only maximize the shareholder's value but also contribute to the sustained and long lasting development of the organization. The Board of Directors believe in ethical values and high moral standards for achieving the highest standards of Corporate Governance. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practices under continuous review and strive to achieve excellence in governance norms.

BOARD OF DIRECTORS

Your Company is strongly influenced by the quality of leadership demonstrated by the Board of Directors. The Company's policy is to have an appropriate combination of

S.No Name of Director Category Whether

Attended Held positions held

last AGM

1 Mr. D.P Agarwal Chairman, Non-Executive Director Yes 6 0 0 2

2 Mr. O. Swaminatha Reddy Independent Director Yes 8 3 5 2

3 Mr. Amitava Ghosh Independent Director No 5 0 2 0

4 Mr. Ashok B Lall Independent Director Yes 2 0 0 0

5 Mrs. Manisha Agarwal Independent Director Yes 1 1 0 0

6 Mr. Vineet Agarwal Non-Executive, Promoter Director Yes 5 3 0 7

7 Mr. Chander Agarwal Non-Executive, Promoter Director Yes 4 2 0 1

8 Mr. Naresh Kumar Baranwal Whole Time Director Yes 1 2 0 0

No. of Number of Committee Directorship

Public Private Chairman Member

Note:

(i) Chairmanship/Membership of Committee includes only Audit Committee and Stakeholder Relationship Committee in Indian Public Companies.(ii) Directorship exclude Foreign Companies and Section 8 Companies.(iii) Mr. D P Agarwal, Mr. Vineet Agarwal & Mr. Chander Agarwal are related to each other.

II. Details of Board Meetings

The Board meets at regular intervals to review the performance of the Company. During the year under review, your Directors met 4 (four) times on

th nd th st28 May, 2016, 2 August, 2016, 19 October, 2016 and 31 January, 2017. The details of Board Meeting held during the year are given hereunder:

b) Key Managerial Personnel (other than Executive Directors)

Name of the KMP Designation % increase in remuneration

over last year

Mr. Rajesh Dhyani Dy. CFO 13.80Mr. Rupesh Kumar* Company Secretary NA

& Compliance Officerst* Appointed as Company Secretary & Compliance Officer w.e.f. 1 June, 2016.


Executive, Non-Executive Directors and Independent Directors to maintain the independence of the Board.

I. Composition

Your Company's Board has an optimum combination of Executive, Non-executive and Independent Directors with one women Director, as per the requirements of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ). The composition of the Board meets all the criteria mandated by SEBI Listing Regulations and the Companies Act, 2013.

The names and categories of the Directors on the Board alongwith their attendance at the Annual General Meeting, and the number of other Directorship and Chairmanship / Membership of Committees held by them is given below:

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Sl. No. Date of Meeting Board Strength No. of Directors Place of

Present Meetingth1. 28 May,2016 8 6 Gurugram

nd2. 2 August, 2016 8 7 Hyderabadth3. 19 October,2016 8 7 Gurugramst4. 31 January,2017 8 7 Gurugram


During the year under review, the Nomination and Remuneration Committee has met 2 th st(two) times on 28 May, 2016 and 31 January , 2017.



Held Attended

Mr. Amitava Ghosh Chairman Non Executive & Independent 2 2

Mr. O Swaminatha Reddy Member Non Executive & Independent 2 -

Mr. Ashok B. Lall Member Non Executive & Independent 2 2


Nomination & Remuneration Policy

The Remuneration Policy of the Company links the remuneration payable to the Directors and employees with the performance of the Company. The information/ details to be provided under Corporate Governance Report with regard to remuneration of Directors for the year 2016-17 are as follows:

A. Executive Director:

The remuneration payable to Executive Director is approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee which takes into account various factors like the role played by the individual Director, vision in growth of the Company, strategy formulation, planning and direction and contribution to the growth of the Company. The remuneration paid to Executive Director is within the overall limits as approved by the shareholders of the Company subject to review by the Board and Nomination & Remuneration Committee annually. No sitting fee is paid to the Executive Directors.

(Amount in `)

Name of the Director Salary Perquisites Other Total

Mr. Naresh Kumar Baranwal 5,809,200 28,800 324,000 6,162,000

B. Non-Executive Director:

The Non-Executive Directors are paid remuneration by way of sitting fees, the details of which are mentioned below:

(Amount in `)

Sl. No. Name of the Director Sitting Fees

1 Mr. O Swaminatha Reddy 16,0002 Mr. Ashok B Lall 24,0003 Mr. Amitava Ghosh 24,0004 Ms. Manisha Agarwal 15,000

Stakeholder’s Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Amitava Ghosh, Non-Executive Independent Director as its Chairman and Mr. Vineet Agarwal & Mr. Chander Agarwal, Non-Executive Director as Members. The Company Secretary acts as the Secretary to the Committee.

The terms of references of the Committee includes the following:

Overseeing and review all matters connected with the transfer of the Company s securities.

12



Whistle Blower Policy/Vigil Mechanism

Pursuant to provisions of section 177 of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy/Vigil Mechanism which provides a formal mechanism for all employees as well directors of the Company to report their genuine concerns or grievances and instances of actual or suspected fraud or violation of the Company's code of conduct. The Company affirms that no employee/director of the Company has been denied access to the Audit Committee.

Details of any non-compliance by the Company

No non compliance notices have been issued and no penalties/strictures have been imposed on the Company by SEBI, Stock Exchange or any Statutory Authority on any matter related to capital market during the last 3 years.Means of Communication:

• Financial Results: The Quarterly/ Half Yearly/ Annual financial results are normally published in The Hindu Business Line (English Language) and Nitidinpatrika Surya (Vernacular Language).

· Website: The investors section on the Company's website provides comprehensive and up-to-date information to the shareholders regarding Shareholding Pattern, Annual Report and Quarterly/ Half Yearly/ Annual Financial Results & other corporate announcements.

· Stock Exchange: Your Company makes timely disclosures of necessary information to BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

GENERAL SHAREHOLDER INFORMATION

Annual General MeetingstDate 1 August, 2017

Time 10.30 AMVenue Salon II & III, Basement 1, Park Hyatt Hyderabad, Road No 2,

Banjara Hills, Hyderabad – 500034, Telanganath stBook Closure Thursday, 27 July, 2017 to Tuesday, 1 August, 2017

Tentative Financial Calendar

Financial Year: 2017-18 April 1, 2017 to March 31, 2018st thResults for the 1 Quarter ended On or before 14 August, 2017

June 30, 2017nd thResults for the 2 Quarter/Half On or before 14 November, 2017

thyear ended 30 September, 2017rd thResults for the 3 Quarter/Nine On or before 14 February, 2018

st months ended 31 December, 2017th thResults for the 4 Quarter/Financial On or before 30 May, 2018

styear ended 31 March, 2018


Held Attended

Mr. Amitava Ghosh Chairman Non-Executive & 4 3Independent

Mr. Vineet Agarwal Member Non-Executive 4 4Mr. Chander Agarwal Member Non-Executive 4 2

Name of the Director Position Category

Mr. D P Agarwal Chairman Non ExecutiveMr. Amitava Ghose Member Non Executive & IndependentMr. Vineet Agarwal Member Non Executive



The scrutinizer submits his report to the Chairman or any other Director of the Company, after the completion of scrutiny of the postal ballots (including remote e-voting).The results of the postal ballot (including remote e-voting) are announced by the Chairman or any other Director of the Company. The results are also displayed at the registered office of the Company, intimated to M/s Karvy Computershare Private Limited (Karvy) and the Stock Exchanges where the Company s shares are listed and also displayed along with the Scrutinizer s report on the Company s website viz. www.tcidevelopers.com. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting.

DISCLOSURES

Related Party Transactions

The Company had formulated a policy on materiality of Related Party Transactions and also on dealing with such Related Party Transactions.

All related party transactions entered by the Company including material significant related party transactions, if any, are being disclosed in the notes to Accounts forming part of the Annual Report. The transactions during the financial year 2016-17, with the related parties have been done in accordance with the provisions as laid down under the Companies Act, 2013 and SEBI Listing Regulations, 2015. The necessary approvals from the Audit Committee, Board of Directors & Shareholders were obtained, wherever required.

The Policy on Related party transaction is available at our website http://www.tcidevelopers.com.

Disclosure of Accounting Treatment

The financial statements have been prepared in accordance with the applicable Accounting Standards and relevant provisions of the Companies Act, 2013 as amended from time to time.

Subsidiary Companies

You Company has subsidiaries as disclosed in the Directors' Report. The Board of Directors of the Company formulated a policy for determining material subsidiaries. The said Policy has been placed on the website of the Company and can be accessed through the following link:

http://www.tcidevelopers.com/Policies/Material-Subsidiary-Policy.pdf

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• Monitor the redressal of investors /Shareholders /Security holders grievances.

• Oversee the performance of the Company s Registrar and Transfer Agents.

• Carry out any other functions as is referred by the Board from time to time or enforced by any statutory modification as may be applicable.

Details of Investor Complaints received and redressed during the year 2016-17 are as follows:

Opening Received Resolved Closing

Balance During the Year During the Year Balance

Nil 01 01 Nil

During the year under review, the Stakeholder Relationship Committee met 4 (four) times on th nd th st28 May, 2016, 2 August, 2016, 19 October, 2016 and 31 January, 2017.


Share Transfer Committee

The Share Transfer Committee looks into the process of share transfer/transmission grievances of security holders, if any and also reviews the working of Company s Registrar & Share Transfer Agent.

The composition of the Committee during the financial year 2016-17 is given below:

3. Postal Ballot

During the year 2016-17, pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Company passed the following four Special Resolutions by postal ballot:

Sr. No. Brief Particulars

of Special Resolution

No. of Total Votes received

by the Scrutinizer

Total No. of

Votes received

No. of

Valid Votes

No. of Shares and %age of total

votes cast in favour of the Resolution

No. of shares%age of

total votes

No. of shares and %age of total

votes cast against the Resolution

1 Amendment in Clause II- the 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Registered Office Clause of the Memorandum of Association of the Company

2 Amendment in Clause III- the 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Object Clause of the Memorandum of Association of the Company

3 Amendment in Clause IV- the 2,790,638 2,790,638 0 2,790,609 99.9990 29 0.0010Liability Clause of the Memorandum of Association of the Company

4 Increase in limit of Loans(s), 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Investment(s) and Guarantee(s) by the Company upto Rs. 100 Crores

No. of Shares % of total votesNo. of

Invalid Votes

Mr. Sanjeev Bhatia, Proprietor of Sanjeev Bhatia & Associates., Company Secretaries was appointed as the scrutinizer for carrying out the postal ballot process in a fair and

thtransparent manner. The results of said Postal Ballot was declared on 16 July, 2016 and in th line with Secretarial Standard-2 it was deemed to be passed on 14 July, 2016.

Procedure for postal ballot

In compliance with Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules and Listing Regulations, the Company provides electronic voting facility to all its members, to enable them to cast their votes electronically. The Company generally engages the services of M/s Karvy Computershare Private Limited (Karvy) for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical ballot or through e-voting.

The Company dispatches the postal ballot notices and forms along with postage prepaid

business reply envelopes to its members whose names appear on the register of members /list of beneficiaries as on a cut-off date. The postal ballot notice is send to members in electronic form to the email addresses registered with their depository participants (in case of electronic shareholding)/the Company s registrar and share transfer agents (in case of physical shareholding). The Company also publishes a notice in the newspapers declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules.

Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members desiring to exercise their votes by physical postal ballot forms are requested to return the forms duly completed and signed, to the scrutinizer on or before the close of voting period. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last date of e-voting.

Market Price Data

The monthly high and low prices of the Company s Equity Shares at BSE and NSE for the financial year 2016-17 are given below:

MonthBSE

High Low

394.00 310.00 389.00 315.10354.00 312.30 370.00 316.00364.25 303.70 369.90 315.60411.00 336.00 400.00 326.00400.00 361.55 385.00 340.00365.95 338.05 364.00 341.00409.40 325.50 385.00 341.00389.60 284.00 354.00 301.00384.00 315.00 385.00 325.10377.95 330.00 362.00 331.00366.00 333.10 366.90 333.00377.80 340.00 396.95 330.00

High Low

April-2016May-2016June-2016July-2016August-2016September-2016October-2016November-2016December-2016January-2017February-2017March-2017

Source: BSE and NSE website

NSE

Un-Claimed Dividend/Fractional entitlement

Pursuant to the provisions of Companies Act, 2013, dividends/fractional entitlements lying unclaimed for a period of seven years from the date of their

transfer to Unpaid/Unclaimed Account have to be transferred to the Investor Education and Protection Fund (IEPF).

stThe details of the un-claimed Dividend and due dates for the transfer as on 31 March, 2017 are as follows:.

Financial year Unpaid Dividend Date of Unpaid Dividend/ Due

/fractional Declaration Fractional entitlement date of

entitlement as on March 31, 2017 Transfer

(Amt. in Rs.) to IEPFth th2010-11 Fractional 30 May, 445,712.40 29 June,

Entitlement 2011 2018th th2010-11 Dividend 28 July, 39,835.00 27 August,

2011 2018th th2011-12 Dividend 26 July, 44,008.50 25 August,


2013 2020Listing on Stock Exchange

Name of Stock Exchange Scrip Code/ Symbol

National Stock Exchange of India Limited TCIDEVELOP

BSE Limited 533393

The Company has paid Annual Listing Fee/Custodion Fee to the above Stock Exchanges/ Depositories for the financial year ended 2016-17.Sensex TDL

TDL Share on BSE vs Sensex (2016-17)

140

120

100

80

60

40

20

0

Ap

r-1

6

Ma

y-1

6

Jun

-16

Jul-

16

Au

g-1

6

Se

p-1

6

Oc

t-1

6

No

v-1

6

De

c-1

6

Jan

-17

Fe

b-1

7

Ma

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7

Nomination & Remuneration Policy

The Remuneration Policy of the Company links the remuneration payable to the Directors and employees with the performance of the Company. The information/ details to be provided under Corporate Governance Report with regard to remuneration of Directors for the year 2016-17 are as follows:

A. Executive Director:

The remuneration payable to Executive Director is approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee which takes into account various factors like the role played by the individual Director, vision in growth of the Company, strategy formulation, planning and direction and contribution to the growth of the Company. The remuneration paid to Executive Director is within the overall limits as approved by the shareholders of the Company subject to review by the Board and Nomination & Remuneration Committee annually. No sitting fee is paid to the Executive Directors.

(Amount in `)

Name of the Director Salary Perquisites Other Total

Mr. Naresh Kumar Baranwal 5,809,200 28,800 324,000 6,162,000

B. Non-Executive Director:

The Non-Executive Directors are paid remuneration by way of sitting fees, the details of which are mentioned below:

(Amount in `)

Sl. No. Name of the Director Sitting Fees

1 Mr. O Swaminatha Reddy 16,0002 Mr. Ashok B Lall 24,0003 Mr. Amitava Ghosh 24,0004 Ms. Manisha Agarwal 15,000

Stakeholder’s Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Amitava Ghosh, Non-Executive Independent Director as its Chairman and Mr. Vineet Agarwal & Mr. Chander Agarwal, Non-Executive Director as Members. The Company Secretary acts as the Secretary to the Committee.

The terms of references of the Committee includes the following:

Overseeing and review all matters connected with the transfer of the Company s securities.

12



Whistle Blower Policy/Vigil Mechanism

Pursuant to provisions of section 177 of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy/Vigil Mechanism which provides a formal mechanism for all employees as well directors of the Company to report their genuine concerns or grievances and instances of actual or suspected fraud or violation of the Company's code of conduct. The Company affirms that no employee/director of the Company has been denied access to the Audit Committee.

Details of any non-compliance by the Company

No non compliance notices have been issued and no penalties/strictures have been imposed on the Company by SEBI, Stock Exchange or any Statutory Authority on any matter related to capital market during the last 3 years.Means of Communication:

• Financial Results: The Quarterly/ Half Yearly/ Annual financial results are normally published in The Hindu Business Line (English Language) and Nitidinpatrika Surya (Vernacular Language).

· Website: The investors section on the Company's website provides comprehensive and up-to-date information to the shareholders regarding Shareholding Pattern, Annual Report and Quarterly/ Half Yearly/ Annual Financial Results & other corporate announcements.

· Stock Exchange: Your Company makes timely disclosures of necessary information to BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

GENERAL SHAREHOLDER INFORMATION

Annual General MeetingstDate 1 August, 2017

Time 10.30 AMVenue Salon II & III, Basement 1, Park Hyatt Hyderabad, Road No 2,

Banjara Hills, Hyderabad – 500034, Telanganath stBook Closure Thursday, 27 July, 2017 to Tuesday, 1 August, 2017

Tentative Financial Calendar

Financial Year: 2017-18 April 1, 2017 to March 31, 2018st thResults for the 1 Quarter ended On or before 14 August, 2017

June 30, 2017nd thResults for the 2 Quarter/Half On or before 14 November, 2017

thyear ended 30 September, 2017rd thResults for the 3 Quarter/Nine On or before 14 February, 2018

st months ended 31 December, 2017th thResults for the 4 Quarter/Financial On or before 30 May, 2018

styear ended 31 March, 2018


Held Attended

Mr. Amitava Ghosh Chairman Non-Executive & 4 3Independent

Mr. Vineet Agarwal Member Non-Executive 4 4Mr. Chander Agarwal Member Non-Executive 4 2

Name of the Director Position Category

Mr. D P Agarwal Chairman Non ExecutiveMr. Amitava Ghose Member Non Executive & IndependentMr. Vineet Agarwal Member Non Executive



The scrutinizer submits his report to the Chairman or any other Director of the Company, after the completion of scrutiny of the postal ballots (including remote e-voting).The results of the postal ballot (including remote e-voting) are announced by the Chairman or any other Director of the Company. The results are also displayed at the registered office of the Company, intimated to M/s Karvy Computershare Private Limited (Karvy) and the Stock Exchanges where the Company s shares are listed and also displayed along with the Scrutinizer s report on the Company s website viz. www.tcidevelopers.com. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting.

DISCLOSURES

Related Party Transactions

The Company had formulated a policy on materiality of Related Party Transactions and also on dealing with such Related Party Transactions.

All related party transactions entered by the Company including material significant related party transactions, if any, are being disclosed in the notes to Accounts forming part of the Annual Report. The transactions during the financial year 2016-17, with the related parties have been done in accordance with the provisions as laid down under the Companies Act, 2013 and SEBI Listing Regulations, 2015. The necessary approvals from the Audit Committee, Board of Directors & Shareholders were obtained, wherever required.

The Policy on Related party transaction is available at our website http://www.tcidevelopers.com.

Disclosure of Accounting Treatment

The financial statements have been prepared in accordance with the applicable Accounting Standards and relevant provisions of the Companies Act, 2013 as amended from time to time.

Subsidiary Companies

You Company has subsidiaries as disclosed in the Directors' Report. The Board of Directors of the Company formulated a policy for determining material subsidiaries. The said Policy has been placed on the website of the Company and can be accessed through the following link:

http://www.tcidevelopers.com/Policies/Material-Subsidiary-Policy.pdf

13

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• Monitor the redressal of investors /Shareholders /Security holders grievances.

• Oversee the performance of the Company s Registrar and Transfer Agents.

• Carry out any other functions as is referred by the Board from time to time or enforced by any statutory modification as may be applicable.

Details of Investor Complaints received and redressed during the year 2016-17 are as follows:

Opening Received Resolved Closing

Balance During the Year During the Year Balance

Nil 01 01 Nil

During the year under review, the Stakeholder Relationship Committee met 4 (four) times on th nd th st28 May, 2016, 2 August, 2016, 19 October, 2016 and 31 January, 2017.


Share Transfer Committee

The Share Transfer Committee looks into the process of share transfer/transmission grievances of security holders, if any and also reviews the working of Company s Registrar & Share Transfer Agent.

The composition of the Committee during the financial year 2016-17 is given below:

3. Postal Ballot

During the year 2016-17, pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Company passed the following four Special Resolutions by postal ballot:

Sr. No. Brief Particulars

of Special Resolution

No. of Total Votes received

by the Scrutinizer

Total No. of

Votes received

No. of

Valid Votes

No. of Shares and %age of total

votes cast in favour of the Resolution

No. of shares%age of

total votes

No. of shares and %age of total

votes cast against the Resolution

1 Amendment in Clause II- the 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Registered Office Clause of the Memorandum of Association of the Company

2 Amendment in Clause III- the 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Object Clause of the Memorandum of Association of the Company

3 Amendment in Clause IV- the 2,790,638 2,790,638 0 2,790,609 99.9990 29 0.0010Liability Clause of the Memorandum of Association of the Company

4 Increase in limit of Loans(s), 2,790,638 2,790,638 0 2,790,617 99.9992 21 0.0008Investment(s) and Guarantee(s) by the Company upto Rs. 100 Crores

No. of Shares % of total votesNo. of

Invalid Votes

Mr. Sanjeev Bhatia, Proprietor of Sanjeev Bhatia & Associates., Company Secretaries was appointed as the scrutinizer for carrying out the postal ballot process in a fair and

thtransparent manner. The results of said Postal Ballot was declared on 16 July, 2016 and in th line with Secretarial Standard-2 it was deemed to be passed on 14 July, 2016.

Procedure for postal ballot

In compliance with Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules and Listing Regulations, the Company provides electronic voting facility to all its members, to enable them to cast their votes electronically. The Company generally engages the services of M/s Karvy Computershare Private Limited (Karvy) for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical ballot or through e-voting.

The Company dispatches the postal ballot notices and forms along with postage prepaid

business reply envelopes to its members whose names appear on the register of members /list of beneficiaries as on a cut-off date. The postal ballot notice is send to members in electronic form to the email addresses registered with their depository participants (in case of electronic shareholding)/the Company s registrar and share transfer agents (in case of physical shareholding). The Company also publishes a notice in the newspapers declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules.

Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members desiring to exercise their votes by physical postal ballot forms are requested to return the forms duly completed and signed, to the scrutinizer on or before the close of voting period. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last date of e-voting.

Market Price Data

The monthly high and low prices of the Company s Equity Shares at BSE and NSE for the financial year 2016-17 are given below:

MonthBSE

High Low

394.00 310.00 389.00 315.10354.00 312.30 370.00 316.00364.25 303.70 369.90 315.60411.00 336.00 400.00 326.00400.00 361.55 385.00 340.00365.95 338.05 364.00 341.00409.40 325.50 385.00 341.00389.60 284.00 354.00 301.00384.00 315.00 385.00 325.10377.95 330.00 362.00 331.00366.00 333.10 366.90 333.00377.80 340.00 396.95 330.00

High Low

April-2016May-2016June-2016July-2016August-2016September-2016October-2016November-2016December-2016January-2017February-2017March-2017

Source: BSE and NSE website

NSE

Un-Claimed Dividend/Fractional entitlement

Pursuant to the provisions of Companies Act, 2013, dividends/fractional entitlements lying unclaimed for a period of seven years from the date of their

transfer to Unpaid/Unclaimed Account have to be transferred to the Investor Education and Protection Fund (IEPF).

stThe details of the un-claimed Dividend and due dates for the transfer as on 31 March, 2017 are as follows:.

Financial year Unpaid Dividend Date of Unpaid Dividend/ Due

/fractional Declaration Fractional entitlement date of

entitlement as on March 31, 2017 Transfer

(Amt. in Rs.) to IEPFth th2010-11 Fractional 30 May, 445,712.40 29 June,

Entitlement 2011 2018th th2010-11 Dividend 28 July, 39,835.00 27 August,



2013 2020Listing on Stock Exchange

Name of Stock Exchange Scrip Code/ Symbol

National Stock Exchange of India Limited TCIDEVELOP

BSE Limited 533393

The Company has paid Annual Listing Fee/Custodion Fee to the above Stock Exchanges/ Depositories for the financial year ended 2016-17.Sensex TDL

TDL Share on BSE vs Sensex (2016-17)

140

120

100

80

60

40

20

0

Ap

r-1

6

Ma

y-1

6

Jun

-16

Jul-

16

Au

g-1

6

Se

p-1

6

Oc

t-1

6

No

v-1

6

De

c-1

6

Jan

-17

Fe

b-1

7

Ma

r-1

7

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stDistribution of Shareholding as on 31 March, 2017

Sl. no Category No. of % of Amount % of

Shareholders Shareholders Amount

1 1-5000 13,919 99.32 2,532,570 6.792 5001- 10000 30 0.21 234,600 0.633 10001- 20000 23 0.16 322,600 0.874 20001- 30000 9 0.06 219,790 0.595 30001- 40000 2 0.01 75,270 0.206 40001- 50000 3 0.02 123,910 0.337 50001- 100000 4 0.03 311,110 0.838 100001& Above 25 0.18 33,474,460 89.76 Total: 14,015 100.00 37,294,310 100.00

Registrar and Transfer Agent

M/s Karvy Computershare Pvt Ltd is the Registrar and Share Transfer Agent of the Company. The shareholders are advised to approach Karvy at the following address for any share and demat related queries: Karvy Computershare Pvt. Ltd.Karvy Selenium, Tower-B, Plot no.31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana, 500032Share Transfer System

The Share transfer activity in respect of the shares in physical mode are carried out by the Company's Registrar and Transfer Agent (RTA). The requests for dematerialization of shares are also processed by the RTA agent within stipulated period and uploaded with the concerned depositories. The Company Secretary in Practice examines the records and procedure of transfers and issues half yearly certificates which are duly resubmitted with the Stock Exchanges, where the Shares of the Company are listed.Dematerialization of Equity Shares and Liquidity

stAs on 31 March, 2017, 94.14% of the Total Equity Share Capital was held in Dematerialization form. The Demat Security Code (ISIN) for the Equity Shares is INE662L01016.


Karvy Selenium Tower B, Plot number 31 & 32, Financial District Gachibowli, Hyderabad - 500032

Tel: : +91 040 67161524

Email: [email protected]

Website:www.karvycomputershare.com

The Company Secretary

TCI Developers Limited

TCI House, 69 Institutional Area, Sector 32, Gurugram-122207

Tel:+ 91-124-238-1603-07


Website:www.tcidevelopers.com

stBreak up of Equity Shares in physical and demat form as on 31 March, 2017:

Category No. of Equity % to Total No. of Equity % to Equity

Shareholders Equity Holders Shares

Physical 8,035 57.33 218,599 5.86NSDL 4,411 31.47 3,260,137 87.42CDSL 1,569 11.20 250,695 6.72Total 14,015 100.00 3,729,431 100.00

Outstanding GDRs/ADRs/Warrants/Convertible Instruments and their impact on

EquitystThe Company did not have any GDRs/ADRs/Warrants/Convertible Instruments as on 31

March, 2017.

Address for Correspondence

Compliance with Code of ConductI hereby confirm that the Company has obtained confirmations from all the members of the Board and Senior Management Personnel affirmation(s) that they have complied with the code of conduct for Board Members and Senior Management Personnel in respect of the

stfinancial year ended 31 March, 2017.


Place: Gurugram D P AgarwalthDate: 16 May, 2017 Chairman

We the undersigned, in our respective capacities as Whole Time Director and Chief Financial Officer of TCI Developers Limited ( the Company ) to the best of our knowledge and belief certify that:

i. We have reviewed financial statements and the cash flow statement for the year stended 31 March, 2017 and that to the best of our knowledge and belief, we state

that:

a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

b. these statements together present a true and fair view of the listed entity s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

ii. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violation of the Company s code of conduct.

iii. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

iv. We have indicated to the Auditors and the Audit Committee:

a. significant changes, if any, in internal control over financial reporting during the year.

b. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control systems over financial reporting.

For TCI Developers Limited

Place : Gurugram Rajesh Dhyani Naresh Kumar Baranwalth Date : 16 May, 2017 Dy. CFO Whole Time Director


CEO / CFO Certification

Auditor's Certificate on Corporate GovernanceWe have examined the compliance of Regulations of Corporate Governance by TCI Developers Limited for the year ended March 31, 2017, as stipulated in regulations Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

The compliance of regulations of Corporate Governance is the responsibility of the management. Our examination was limited to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M. Gandhi & Co.

Chartered Accountants

Firm’s Regn. No. 000851S

M. Gandhi

Camp : Paris (France) (Proprietor)thDate : 16 May, 2017 Membership No. 022958

INDEPENDENT AUDITOR’S REPORT accepted in India of the state of affairs of the Company as at 31st March 2017, its profits and its cash flows for the year ended on that date

To the Members of TCI Developers Limited

Report on Other Legal and Regulatory Requirements Report on the Financial Statements

7. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ) 1. We have audited the accompanying financial statements of TCI Developers issued by the Central Government of India in terms of sub-section (11) of Limited ( the Company ), which comprise the Balance Sheet as at March section 143 of the Act, we give in the Annexure a statement on the matters 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for Specified in paragraphs 3 and 4 of the Order. the year then ended, and a summary of significant accounting policies and

other explanatory information 8. As required by section 143(3) of the Act, we further report that:

Management’s Responsibility for the Financial Statements a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 2. The Board of Directors of the Company are responsible for the matters purpose of our audit. stated in Section 134(5) of the Companies Act, 2013 ( the act ) with respect

to the preparation of these financial statements that give a true and fair b. in our opinion proper books of account as required by law have been kept view of the financial position, financial performance and cash flows of the by the Company so far as appears from our examination of those books; Company in accordance with the accounting principles generally accepted c. the balance sheet, statement of profit and loss, and cash flow statement in India, including the Accounting Standards specified under Section 133 dealt with by this Report are in agreement with the books of account; of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This

d. in our opinion, the aforesaid financial statements comply with the responsibility also includes maintenance of adequate accounting records applicable Accounting Standards specified under Section 133 of the Act, in accordance with the provisions of the Act for safeguarding the assets of read with Rule 7 of the Companies (Accounts) Rules 2014; the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; e. on the basis of written representations received from the directors as on making judgments and estimates that are reasonable and prudent; design, March 31, 2017, and taken on record by the Board of Directors, none of implementation and maintenance of adequate internal financial controls, the directors is disqualified as on March 31, 2017, from being appointed that are operating effectively for ensuring the accuracy and completeness as a director in terms of Section 164(2) of the Act; of the accounting records, relevant to the preparation and presentation of

f. with respect to the adequacy of the internal financial controls over the financial statements that give a true and fair view and are free from financial reporting of the Company and the operating effectiveness of material misstatement, whether due to fraud or errorsuch controls, refer to our separate report in Annexure B ; and

Auditor’s Responsibility g. With respect to other matters to be included in the Auditor s Report in

3. Our responsibility is to express an opinion on these standalone financial accordance with Rule 11 of the Companies (Audit and Auditors) Rules, statements based on our audit. We have taken into account the provisions 2014, in our opinion and to the best of our information and according to of the Act, the accounting and auditing standards and matters which are the explanations given to us: required to be included in the audit report under the provisions of the Act

(i) The Company does not have any pending litigations which would and the Rules made thereunder. We conducted our audit in accordance impact its financial position with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and (ii) The Company did not have any long-term contracts including plan and perform the audit to obtain reasonable assurance about whether derivative contracts; as such the question of commenting on any the financial statements are free from material misstatement material foreseeable losses thereon does not arise

4. An audit involves performing procedures to obtain audit evidence about (iii) There has not been an occasion in case of the Company during the the amounts and disclosures in the financial statements. The procedures year under report to transfer any sums to the Investor Education and selected depend on the auditor s judgment, including the assessment of Protection Fund. The question of delay in transferring such sums the risks of material misstatement of the financial statements, whether does not arisedue to fraud or error. In making those risk assessments, the auditor (iv) the Company has provided requisite disclosures in its financial considers internal financial control relevant to the Company s preparation statements as to holdings as well as dealings in Specified Bank of the financial statements that give a true and fair view, in order to design Notes during the period from 8 November, 2016 to 30 December, audit procedures that are appropriate in the circumstances. An audit also 2016 and these are in accordance with the books of accounts includes evaluating the appropriateness of accounting policies used and maintained by the Company. Refer Note 28 to the notes to account the reasonableness of the accounting estimates made by the Company s of financial statements.Directors, as well as evaluating the overall presentation of the financial

For M. Gandhi & Co.statements

Chartered Accountant5. We believe that the audit evidence we have obtained is sufficient and Firm's Regn. No. 000851Sappropriate to provide a basis for our audit opinion on the standalone

financial statements.

OpinionM. Gandhi

6. In our opinion and to the best of our information and according to the Camp : Paris (France) (Proprietor)explanations given to us, the aforesaid financial statements give the

thDate : 16 May, 2017 Membership No. 022958information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

AUDITOR'S REPORT

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stDistribution of Shareholding as on 31 March, 2017

Sl. no Category No. of % of Amount % of

Shareholders Shareholders Amount

1 1-5000 13,919 99.32 2,532,570 6.792 5001- 10000 30 0.21 234,600 0.633 10001- 20000 23 0.16 322,600 0.874 20001- 30000 9 0.06 219,790 0.595 30001- 40000 2 0.01 75,270 0.206 40001- 50000 3 0.02 123,910 0.337 50001- 100000 4 0.03 311,110 0.838 100001& Above 25 0.18 33,474,460 89.76 Total: 14,015 100.00 37,294,310 100.00

Registrar and Transfer Agent

M/s Karvy Computershare Pvt Ltd is the Registrar and Share Transfer Agent of the Company. The shareholders are advised to approach Karvy at the following address for any share and demat related queries: Karvy Computershare Pvt. Ltd.Karvy Selenium, Tower-B, Plot no.31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana, 500032Share Transfer System

The Share transfer activity in respect of the shares in physical mode are carried out by the Company's Registrar and Transfer Agent (RTA). The requests for dematerialization of shares are also processed by the RTA agent within stipulated period and uploaded with the concerned depositories. The Company Secretary in Practice examines the records and procedure of transfers and issues half yearly certificates which are duly resubmitted with the Stock Exchanges, where the Shares of the Company are listed.Dematerialization of Equity Shares and Liquidity

stAs on 31 March, 2017, 94.14% of the Total Equity Share Capital was held in Dematerialization form. The Demat Security Code (ISIN) for the Equity Shares is INE662L01016.


Karvy Selenium Tower B, Plot number 31 & 32, Financial District Gachibowli, Hyderabad - 500032

Tel: : +91 040 67161524


Website:www.karvycomputershare.com

The Company Secretary


TCI House, 69 Institutional Area, Sector 32, Gurugram-122207

Tel:+ 91-124-238-1603-07


Website:www.tcidevelopers.com

stBreak up of Equity Shares in physical and demat form as on 31 March, 2017:

Category No. of Equity % to Total No. of Equity % to Equity

Shareholders Equity Holders Shares

Physical 8,035 57.33 218,599 5.86NSDL 4,411 31.47 3,260,137 87.42CDSL 1,569 11.20 250,695 6.72Total 14,015 100.00 3,729,431 100.00

Outstanding GDRs/ADRs/Warrants/Convertible Instruments and their impact on

EquitystThe Company did not have any GDRs/ADRs/Warrants/Convertible Instruments as on 31

March, 2017.

Address for Correspondence

Compliance with Code of ConductI hereby confirm that the Company has obtained confirmations from all the members of the Board and Senior Management Personnel affirmation(s) that they have complied with the code of conduct for Board Members and Senior Management Personnel in respect of the

stfinancial year ended 31 March, 2017.



We the undersigned, in our respective capacities as Whole Time Director and Chief Financial Officer of TCI Developers Limited ( the Company ) to the best of our knowledge and belief certify that:

i. We have reviewed financial statements and the cash flow statement for the year stended 31 March, 2017 and that to the best of our knowledge and belief, we state

that:

a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

b. these statements together present a true and fair view of the listed entity s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

ii. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violation of the Company s code of conduct.

iii. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

iv. We have indicated to the Auditors and the Audit Committee:

a. significant changes, if any, in internal control over financial reporting during the year.

b. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control systems over financial reporting.


Place : Gurugram Rajesh Dhyani Naresh Kumar Baranwalth Date : 16 May, 2017 Dy. CFO Whole Time Director


CEO / CFO Certification

Auditor's Certificate on Corporate GovernanceWe have examined the compliance of Regulations of Corporate Governance by TCI Developers Limited for the year ended March 31, 2017, as stipulated in regulations Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

The compliance of regulations of Corporate Governance is the responsibility of the management. Our examination was limited to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M. Gandhi & Co.

Chartered Accountants

Firm’s Regn. No. 000851S

M. Gandhi

Camp : Paris (France) (Proprietor)thDate : 16 May, 2017 Membership No. 022958

INDEPENDENT AUDITOR’S REPORT accepted in India of the state of affairs of the Company as at 31st March 2017, its profits and its cash flows for the year ended on that date

To the Members of TCI Developers Limited

Report on Other Legal and Regulatory Requirements Report on the Financial Statements

7. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ) 1. We have audited the accompanying financial statements of TCI Developers issued by the Central Government of India in terms of sub-section (11) of Limited ( the Company ), which comprise the Balance Sheet as at March section 143 of the Act, we give in the Annexure a statement on the matters 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for Specified in paragraphs 3 and 4 of the Order. the year then ended, and a summary of significant accounting policies and

other explanatory information 8. As required by section 143(3) of the Act, we further report that:

Management’s Responsibility for the Financial Statements a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 2. The Board of Directors of the Company are responsible for the matters purpose of our audit. stated in Section 134(5) of the Companies Act, 2013 ( the act ) with respect

to the preparation of these financial statements that give a true and fair b. in our opinion proper books of account as required by law have been kept view of the financial position, financial performance and cash flows of the by the Company so far as appears from our examination of those books; Company in accordance with the accounting principles generally accepted c. the balance sheet, statement of profit and loss, and cash flow statement in India, including the Accounting Standards specified under Section 133 dealt with by this Report are in agreement with the books of account; of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This

d. in our opinion, the aforesaid financial statements comply with the responsibility also includes maintenance of adequate accounting records applicable Accounting Standards specified under Section 133 of the Act, in accordance with the provisions of the Act for safeguarding the assets of read with Rule 7 of the Companies (Accounts) Rules 2014; the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; e. on the basis of written representations received from the directors as on making judgments and estimates that are reasonable and prudent; design, March 31, 2017, and taken on record by the Board of Directors, none of implementation and maintenance of adequate internal financial controls, the directors is disqualified as on March 31, 2017, from being appointed that are operating effectively for ensuring the accuracy and completeness as a director in terms of Section 164(2) of the Act; of the accounting records, relevant to the preparation and presentation of

f. with respect to the adequacy of the internal financial controls over the financial statements that give a true and fair view and are free from financial reporting of the Company and the operating effectiveness of material misstatement, whether due to fraud or errorsuch controls, refer to our separate report in Annexure B ; and

Auditor’s Responsibility g. With respect to other matters to be included in the Auditor s Report in

3. Our responsibility is to express an opinion on these standalone financial accordance with Rule 11 of the Companies (Audit and Auditors) Rules, statements based on our audit. We have taken into account the provisions 2014, in our opinion and to the best of our information and according to of the Act, the accounting and auditing standards and matters which are the explanations given to us: required to be included in the audit report under the provisions of the Act

(i) The Company does not have any pending litigations which would and the Rules made thereunder. We conducted our audit in accordance impact its financial position with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and (ii) The Company did not have any long-term contracts including plan and perform the audit to obtain reasonable assurance about whether derivative contracts; as such the question of commenting on any the financial statements are free from material misstatement material foreseeable losses thereon does not arise

4. An audit involves performing procedures to obtain audit evidence about (iii) There has not been an occasion in case of the Company during the the amounts and disclosures in the financial statements. The procedures year under report to transfer any sums to the Investor Education and selected depend on the auditor s judgment, including the assessment of Protection Fund. The question of delay in transferring such sums the risks of material misstatement of the financial statements, whether does not arisedue to fraud or error. In making those risk assessments, the auditor (iv) the Company has provided requisite disclosures in its financial considers internal financial control relevant to the Company s preparation statements as to holdings as well as dealings in Specified Bank of the financial statements that give a true and fair view, in order to design Notes during the period from 8 November, 2016 to 30 December, audit procedures that are appropriate in the circumstances. An audit also 2016 and these are in accordance with the books of accounts includes evaluating the appropriateness of accounting policies used and maintained by the Company. Refer Note 28 to the notes to account the reasonableness of the accounting estimates made by the Company s of financial statements.Directors, as well as evaluating the overall presentation of the financial

For M. Gandhi & Co.statements

Chartered Accountant5. We believe that the audit evidence we have obtained is sufficient and Firm's Regn. No. 000851Sappropriate to provide a basis for our audit opinion on the standalone

financial statements.

OpinionM. Gandhi

6. In our opinion and to the best of our information and according to the Camp : Paris (France) (Proprietor)explanations given to us, the aforesaid financial statements give the

thDate : 16 May, 2017 Membership No. 022958information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

AUDITOR'S REPORT

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Annexure referred to in Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March,

2017, we report that

(I) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b) As explained to us, some fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given us, no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company except as informed below:

Land Building Remarks

Total No of cases These immovable properties had come to the company from Transport

corporation of India ltd (TCIL) pursuant to a scheme of arrangement as

approved by the Honorable High court of Andhra Pradesh vide its order dated

15-09-2010 in the accounting year 2010-11. The title of these immovable

properties continued to be in the name of TCIL and are in the process of

transfer in the company's name

5 5

Whether Leasehold/Freehold Freehold Freehold

(Amount in Rupees)stGross Block as on 31 March 2017 101,585,882 131,077,758

stNet Block as on 31 March 2017 101,585,882 126,335,359

(ii) (a) The inventories have been physically verified at reasonable information and explanations given to us, the company has not intervals by the management. defaulted in repayment of loans from any financial institution or

banks and has not issued debentures.(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories (ix) The Company did not raise any money by way of initial public offer or followed by the management are reasonable and adequate in further public offer (including debt instruments) and term loans relation to the size of the company and the nature of its business. during the year. Accordingly, paragraph 3 (ix) of the Order is not

applicable. (iii) The company had granted unsecured interest free loans to a wholly owned subsidiary company as covered in the register maintained (x) According to the information and explanations given to us, no material under section 189 of the Companies Act, 2013 in the earlier years. fraud by the Company or on the Company by its officers or employees

has been noticed or reported during the course of our audit.(a) This Loan was given to a wholly owned subsidiary company as interest free for real estate development in the year 2008-09 by (xi) According to the information and explanations give to us and based on it's the then holding company Transport Corporation of India Ltd our examination of the records of the Company, the Company has (TCIL). This loan originated to the company pursuant to a scheme paid/provided for managerial remuneration in accordance with the of arrangement as approved by the Honorable High court of requisite approvals mandated by the provisions of section 197 read Andhra Pradesh vides its order dated 15-09-2010. As per the with Schedule V to the Act.management the above loan is repayable on demand and there is (xii) In our opinion and according to the information and explanations given no stipulation about the payment of interest, as the transaction to us, the Company is not a nidhi company. Accordingly, paragraph relates before the commencement of Companies Act 2013. 3(xii) of the Order is not applicable.

(b) Taking into consideration point (a) above, no specific comment is (xiii)According to the information and explanations given to us and based given on the regularity of repayment of principal & payment of on our examination of the records of the Company, transactions with interest. However the loan has been completely recovered during the related parties are in compliance with sections 177 and 188 of the the year. Act where applicable and details of such transactions have been

(c) There are no overdue amounts in respect of the loan granted to a disclosed in the financial statements as required by the applicable body corporate listed in the register maintained under section 189 accounting standards.of the Act. (xiv) According to the information and explanations give to us and based on

(iv) In our opinion and according to the information and explanations given our examination of the records of the Company, the Company has not to us, the Company has complied with the provisions of section 185 and made any preferential allotment or private placement of shares or fully 186 of the Act, with respect to the loans and investments made. or partly convertible debentures during the year.

(v) The Company has not accepted any deposits from the public. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has (vi) As informed to us, the Central Government has not prescribed not entered into non-cash transactions with directors or persons maintenance of cost records under sub-section (1) of Section 148 of connected with him. Accordingly, paragraph 3(xv) of the Order is not the Act. applicable.(vii) (a) According to the information and explanations given to us and

(xvi) The Company is not required to be registered under section 45-IA of the based on the records of the company examined by us, the Reserve Bank of India Act 1934 company is generally regular in depositing the undisputed

For M. Gandhi & Co.statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Chartered AccountantDuty, Excise Duty and other statutory dues, as applicable, with the Firm's Regn. No. 000851Sappropriate authorities in India;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no

M. Gandhidues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs

Camp: Paris (France) (Proprietor)Duty and Excise Duty which have not been deposited on account of thDate: 16 May, 2017 Membership No. 022958any disputes;

(viii)According to the records of the company examined by us and as per the


AUDITOR'S REPORT

17

Annexure - B to the Auditors’ Report Meaning of Internal Financial Controls over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of A company's internal financial control over financial reporting is a process Section 143 of the Companies Act, 2013 ( the Act ) designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in We have audited the internal financial controls over financial reporting of TCI accordance with generally accepted accounting principles. A company's internal Developers Limited ( the Company ) as of 31 March 2017 in conjunction with financial control over financial reporting includes those policies and procedures our audit of the standalone financial statements of the Company for the year that (1) pertain to the maintenance of records that, in reasonable detail, ended on that date.accurately and fairly reflect the transactions and dispositions of the assets of

Management’s Responsibility for Internal Financial Controls the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with The Company s management is responsible for establishing and maintaining generally accepted accounting principles, and that receipts and expenditures of internal financial controls based on the internal control over financial reporting the company are being made only in accordance with authorisations of criteria established by the Company considering the essential components of management and directors of the company; and (3) provide reasonable internal control stated in the Guidance Note on Audit of Internal Financial assurance regarding prevention or timely detection of unauthorised Controls over Financial Reporting issued by the Institute of Chartered acquisition, use, or disposition of the company's assets that could have a Accountants of India ( ICAI ). These responsibilities include the design, material effect on the financial statements.implementation and maintenance of adequate internal financial controls that

were operating effectively for ensuring the orderly and efficient conduct of its Inherent Limitations of Internal Financial Controls Over Financial business, including adherence to company s policies, the safeguarding of its Reportingassets, the prevention and detection of frauds and errors, the accuracy and

Because of the inherent limitations of internal financial controls over financial completeness of the accounting records, and the timely preparation of reliable reporting, including the possibility of collusion or improper management financial information, as required under the Companies Act, 2013.override of controls, material misstatements due to error or fraud may occur

Auditors’ Responsibility and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the Our responsibility is to express an opinion on the Company's internal financial internal financial control over financial reporting may become inadequate controls over financial reporting based on our audit. We conducted our audit in because of changes in conditions, or that the degree of compliance with the accordance with the Guidance Note on Audit of Internal Financial Controls over policies or procedures may deteriorate.Financial Reporting (the Guidance Note ) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the OpinionCompanies Act, 2013, to the extent applicable to an audit of internal financial

In our opinion, the Company has, in all material respects, an adequate internal controls, both applicable to an audit of Internal Financial Controls and, both financial controls system over financial reporting and such internal financial issued by the Institute of Chartered Accountants of India. Those Standards and controls over financial reporting were operating effectively as at 31 March 2017, the Guidance Note require that we comply with ethical requirements and plan based on the internal control over financial reporting criteria established by the and perform the audit to obtain reasonable assurance about whether adequate Company considering the essential components of internal control stated in the internal financial controls over financial reporting was established and Guidance Note on Audit of Internal Financial Controls Over Financial Reporting maintained and if such controls operated effectively in all material respects.issued by the Institute of Chartered Accountants of India.

Our audit involves performing procedures to obtain audit evidence about the For M. Gandhi & Co.

adequacy of the internal financial controls system over financial reporting and Chartered Accountanttheir operating effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of internal financial Firm's Regn. No. 000851Scontrols over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on

M. Gandhithe auditor s judgment, including the assessment of the risks of material

Camp: Paris (France) (Proprietor)misstatement of the financial statements, whether due to fraud or error.thDate: 16 May, 2017 Membership No. 022958

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting.


AUDITOR'S REPORT

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Annexure referred to in Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March,

2017, we report that

(I) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b) As explained to us, some fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given us, no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company except as informed below:

Land Building Remarks

Total No of cases These immovable properties had come to the company from Transport

corporation of India ltd (TCIL) pursuant to a scheme of arrangement as

approved by the Honorable High court of Andhra Pradesh vide its order dated

15-09-2010 in the accounting year 2010-11. The title of these immovable

properties continued to be in the name of TCIL and are in the process of

transfer in the company's name

5 5

Whether Leasehold/Freehold Freehold Freehold

(Amount in Rupees)stGross Block as on 31 March 2017 101,585,882 131,077,758

stNet Block as on 31 March 2017 101,585,882 126,335,359

(ii) (a) The inventories have been physically verified at reasonable information and explanations given to us, the company has not intervals by the management. defaulted in repayment of loans from any financial institution or

banks and has not issued debentures.(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories (ix) The Company did not raise any money by way of initial public offer or followed by the management are reasonable and adequate in further public offer (including debt instruments) and term loans relation to the size of the company and the nature of its business. during the year. Accordingly, paragraph 3 (ix) of the Order is not

applicable. (iii) The company had granted unsecured interest free loans to a wholly owned subsidiary company as covered in the register maintained (x) According to the information and explanations given to us, no material under section 189 of the Companies Act, 2013 in the earlier years. fraud by the Company or on the Company by its officers or employees

has been noticed or reported during the course of our audit.(a) This Loan was given to a wholly owned subsidiary company as interest free for real estate development in the year 2008-09 by (xi) According to the information and explanations give to us and based on it's the then holding company Transport Corporation of India Ltd our examination of the records of the Company, the Company has (TCIL). This loan originated to the company pursuant to a scheme paid/provided for managerial remuneration in accordance with the of arrangement as approved by the Honorable High court of requisite approvals mandated by the provisions of section 197 read Andhra Pradesh vides its order dated 15-09-2010. As per the with Schedule V to the Act.management the above loan is repayable on demand and there is (xii) In our opinion and according to the information and explanations given no stipulation about the payment of interest, as the transaction to us, the Company is not a nidhi company. Accordingly, paragraph relates before the commencement of Companies Act 2013. 3(xii) of the Order is not applicable.

(b) Taking into consideration point (a) above, no specific comment is (xiii)According to the information and explanations given to us and based given on the regularity of repayment of principal & payment of on our examination of the records of the Company, transactions with interest. However the loan has been completely recovered during the related parties are in compliance with sections 177 and 188 of the the year. Act where applicable and details of such transactions have been

(c) There are no overdue amounts in respect of the loan granted to a disclosed in the financial statements as required by the applicable body corporate listed in the register maintained under section 189 accounting standards.of the Act. (xiv) According to the information and explanations give to us and based on

(iv) In our opinion and according to the information and explanations given our examination of the records of the Company, the Company has not to us, the Company has complied with the provisions of section 185 and made any preferential allotment or private placement of shares or fully 186 of the Act, with respect to the loans and investments made. or partly convertible debentures during the year.

(v) The Company has not accepted any deposits from the public. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has (vi) As informed to us, the Central Government has not prescribed not entered into non-cash transactions with directors or persons maintenance of cost records under sub-section (1) of Section 148 of connected with him. Accordingly, paragraph 3(xv) of the Order is not the Act. applicable.(vii) (a) According to the information and explanations given to us and

(xvi) The Company is not required to be registered under section 45-IA of the based on the records of the company examined by us, the Reserve Bank of India Act 1934 company is generally regular in depositing the undisputed

For M. Gandhi & Co.statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Chartered AccountantDuty, Excise Duty and other statutory dues, as applicable, with the Firm's Regn. No. 000851Sappropriate authorities in India;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no

M. Gandhidues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs

Camp: Paris (France) (Proprietor)Duty and Excise Duty which have not been deposited on account of thDate: 16 May, 2017 Membership No. 022958any disputes;

(viii)According to the records of the company examined by us and as per the


AUDITOR'S REPORT

17

Annexure - B to the Auditors’ Report Meaning of Internal Financial Controls over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of A company's internal financial control over financial reporting is a process Section 143 of the Companies Act, 2013 ( the Act ) designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in We have audited the internal financial controls over financial reporting of TCI accordance with generally accepted accounting principles. A company's internal Developers Limited ( the Company ) as of 31 March 2017 in conjunction with financial control over financial reporting includes those policies and procedures our audit of the standalone financial statements of the Company for the year that (1) pertain to the maintenance of records that, in reasonable detail, ended on that date.accurately and fairly reflect the transactions and dispositions of the assets of

Management’s Responsibility for Internal Financial Controls the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with The Company s management is responsible for establishing and maintaining generally accepted accounting principles, and that receipts and expenditures of internal financial controls based on the internal control over financial reporting the company are being made only in accordance with authorisations of criteria established by the Company considering the essential components of management and directors of the company; and (3) provide reasonable internal control stated in the Guidance Note on Audit of Internal Financial assurance regarding prevention or timely detection of unauthorised Controls over Financial Reporting issued by the Institute of Chartered acquisition, use, or disposition of the company's assets that could have a Accountants of India ( ICAI ). These responsibilities include the design, material effect on the financial statements.implementation and maintenance of adequate internal financial controls that

were operating effectively for ensuring the orderly and efficient conduct of its Inherent Limitations of Internal Financial Controls Over Financial business, including adherence to company s policies, the safeguarding of its Reportingassets, the prevention and detection of frauds and errors, the accuracy and

Because of the inherent limitations of internal financial controls over financial completeness of the accounting records, and the timely preparation of reliable reporting, including the possibility of collusion or improper management financial information, as required under the Companies Act, 2013.override of controls, material misstatements due to error or fraud may occur

Auditors’ Responsibility and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the Our responsibility is to express an opinion on the Company's internal financial internal financial control over financial reporting may become inadequate controls over financial reporting based on our audit. We conducted our audit in because of changes in conditions, or that the degree of compliance with the accordance with the Guidance Note on Audit of Internal Financial Controls over policies or procedures may deteriorate.Financial Reporting (the Guidance Note ) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the OpinionCompanies Act, 2013, to the extent applicable to an audit of internal financial

In our opinion, the Company has, in all material respects, an adequate internal controls, both applicable to an audit of Internal Financial Controls and, both financial controls system over financial reporting and such internal financial issued by the Institute of Chartered Accountants of India. Those Standards and controls over financial reporting were operating effectively as at 31 March 2017, the Guidance Note require that we comply with ethical requirements and plan based on the internal control over financial reporting criteria established by the and perform the audit to obtain reasonable assurance about whether adequate Company considering the essential components of internal control stated in the internal financial controls over financial reporting was established and Guidance Note on Audit of Internal Financial Controls Over Financial Reporting maintained and if such controls operated effectively in all material respects.issued by the Institute of Chartered Accountants of India.

Our audit involves performing procedures to obtain audit evidence about the For M. Gandhi & Co.

adequacy of the internal financial controls system over financial reporting and Chartered Accountanttheir operating effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of internal financial Firm's Regn. No. 000851Scontrols over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on

M. Gandhithe auditor s judgment, including the assessment of the risks of material

Camp: Paris (France) (Proprietor)misstatement of the financial statements, whether due to fraud or error.thDate: 16 May, 2017 Membership No. 022958

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting.


AUDITOR'S REPORT

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STBALANCE SHEET AS AT 31 MARCH 2017

(Amount in `)st Particulars Note No 31 March, 17

I. EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 3 79,594,310 79,594,310

Reserves And Surplus 4 561,620,383 540,038,979

Share application money pending allotment - -

Non-Current Liabilities

Long Term Borrowings 5 41,350,000 41,350,000

Long Term Provisions 6 804,548 498,574

Current Liabilities

Other Current Liabilities 7 17,505,700 13,577,514

Short Term Provisions 8 1,310,905 2,992,203

Total

II. ASSETS

Non-current assets

Fixed Assets

Tangible Assets 9 252,623,564 152,849,019

Intangible Assets 4,250 4,250

Capital Work-In-Progress 1,955,692 102,488,883

Non-Current Investments 10 320,241,274 320,241,274

Deferred Tax Assets (Net) 11 2,928,900 1,702,900

Long Term Loans And Advances 12 3,751,235 65,086,235

Current Assets

Inventories 13 27,915,166 27,915,166

Cash And Cash Equivalents 14 83,956,847 1,992,841

Trade Receivables 15 2,507,291 965,447

Short Term Loans And Advances 16 6,301,627 4,805,565

Total

st 31 March, 16

702,185,846 678,051,580

702,185,846 678,051,580

The accompanying notes are an integral part of the Financial Statements 01-29 - -


19

STSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017

Particulars Financial Year

Note No 2016-17 2015-16

Revenue:

Revenue from Operations

-Rental Income 14,119,200 12,902,100

-Project Management Services 4,783,500 2,989,000

Other Income 17 36,183,549 16,112,969

Total Revenue

Expenses:

Operating Expenses 18 - -

(Increase) / decrease in Inventories 19 - -

Employee Benefits Expense 20 18,163,748 14,007,037

Financial Cost (Interest Expense) 4,344,956 58,215

Depreciation and Amortization Expenses 9 2,440,707 1,114,762

Other Expenses 21 9,772,677 8,953,515

Total Expenses

Profit before exceptional and extraordinary items and tax

Exceptional Items - -

Profit before Extraordinary Items and Tax 20,364,161 7,870,540

Profit Before Tax

Tax Expense:

Current Tax 710,000 -

Less MAT Credit for Current year (710,000)

Taxes for earlier years - (24,681)

Deferred tax (1,226,000) (2,774,100)

Profit for the Year

Earning per Equity Share:

(1) Basic 5.79 2.18

(2) Diluted 5.79 2.18

The accompanying notes are an integral part of the Financial Statements 01-29

55,086,249 32,004,069

34,722,088 24,133,529

20,364,161 7,870,540

21,590,161 10,669,321

20,364,161 7,870,540


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As per our Report of even date attached

For M. Gandhi & Co. For and on behalf of the Board of Directors

Chartered AccountantsFirm s Regn. No. 000851S D P Agarwal Vineet Agarwal Amitava Ghosh

Chairman Director Director

M. Gandhi Naresh Kumar Baranwal Rupesh Kumar Rajesh Dhyani

Proprietor Whole Time Director Company Secretary Dy. Chief Financial OfficerMembership No. 022958 & Compliance OfficerCamp: Paris (France) Place : Gurugram

thDate: 16 May, 2017 Date: 16 May, 2017th








18

STBALANCE SHEET AS AT 31 MARCH 2017

(Amount in `)st Particulars Note No 31 March, 17


Shareholders' Funds

Share Capital 3 79,594,310 79,594,310

Reserves And Surplus 4 561,620,383 540,038,979



Long Term Borrowings 5 41,350,000 41,350,000

Long Term Provisions 6 804,548 498,574

Current Liabilities

Other Current Liabilities 7 17,505,700 13,577,514

Short Term Provisions 8 1,310,905 2,992,203

Total

II. ASSETS

Non-current assets

Fixed Assets

Tangible Assets 9 252,623,564 152,849,019

Intangible Assets 4,250 4,250

Capital Work-In-Progress 1,955,692 102,488,883

Non-Current Investments 10 320,241,274 320,241,274

Deferred Tax Assets (Net) 11 2,928,900 1,702,900

Long Term Loans And Advances 12 3,751,235 65,086,235

Current Assets

Inventories 13 27,915,166 27,915,166

Cash And Cash Equivalents 14 83,956,847 1,992,841

Trade Receivables 15 2,507,291 965,447

Short Term Loans And Advances 16 6,301,627 4,805,565

Total

st 31 March, 16

702,185,846 678,051,580

702,185,846 678,051,580



19

STSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017


Note No 2016-17 2015-16

Revenue:


-Rental Income 14,119,200 12,902,100


Other Income 17 36,183,549 16,112,969

Total Revenue

Expenses:



Employee Benefits Expense 20 18,163,748 14,007,037

Financial Cost (Interest Expense) 4,344,956 58,215


Other Expenses 21 9,772,677 8,953,515

Total Expenses

Profit before exceptional and extraordinary items and tax



Profit Before Tax

Tax Expense:

Current Tax 710,000 -

Less MAT Credit for Current year (710,000)

Taxes for earlier years - (24,681)

Deferred tax (1,226,000) (2,774,100)

Profit for the Year


(1) Basic 5.79 2.18

(2) Diluted 5.79 2.18


55,086,249 32,004,069

34,722,088 24,133,529

20,364,161 7,870,540

21,590,161 10,669,321

20,364,161 7,870,540


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STCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017

(Amount in `)


Particulars 2016-17 2015-16

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit (Loss) before Tax 20,364,161 7,870,540 Adjustments for Non-Operating Activities:

Depreciation 2,440,707 1,114,762Share of Loss (Profit) in partnership Firms (17,222,774) (15,789,988)Loss/ (Profit) on Sale of Assets (15,870,880) 3,375,710Interest paid 4,344,956 58,215Interest Received (3,089,895) (322,981)

(29,397,886) (11,564,282)

Operating Profit before Working Capital Changes (9,033,725) (3,693,742)

Adjustments for Working Capital Changes:

Trade Receivables (1,541,844) (63,655)Long Term Loans and Advances (2,000,000) 324,917Short Term Loans and Advances (110,691) (717,018)Long Term Provisions 305,974 126,210Payable to Partnership Firms (1,563,952) (866,291)Other Current Liabilities 5,682,537 (509,366)Short Term Provisions 154,274 33,569Cash Generation From Operations (8,107,427) (5,365,376)

Direct Taxes (Net) (2,538) 663,891Net Cash from Operating Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of Fixed Assets (including capital work in progress) (1,965,137) (1,718,114)Sale of Fixed Assets 16,153,956 1,076,522Investments made in Subsidiary Companies - (18,386,120)Loans and Advances (given to)/ received from:- Subsidiary Companies 64,045,000 -- Partnership Firms (1,382,833) 12,661,303Share of (Loss) Profit in Partnership Firms 17,222,774 15,789,988Interest Received 3,089,895 322,981Net Cash from Investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Interest Paid (4,344,956) (58,215)Dividend Paid (2,115,000) (2,115,000)Dividend Tax paid (439,329) (422,876)Repayment of Long Term Secured Loans (190,399) (716,205)Net Cash from Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalent (A+B+C) 81,964,006 1,732,779

Cash and Cash Equivalent (Opening) 1,992,841 260,062

Cash and Cash Equivalent (Closing) 83,956,847 1,992,841

Components of cash and cash equivalents

Balances with Banks:In Current Accounts 4,382,099 1,338,288In Fixed Deposit 79,000,000 -

Cash on Hand 3,141 82,180Earmarked Balances with Banks:

Against Unpaid Dividend 126,416 126,661Against Fractional Share Entitlements 445,191 445,712

(8,109,965) (4,701,485)

97,163,655 9,746,560

(7,089,684) (3,312,296)

83,956,847 1,992,841


21

STNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

1. Background diminution in value, if such diminution is other than temporary.

TCI Developers Limited ( the Company ) is a Company registered under the (e) Inventory comprises Buildings under work in progressthcompanies act, 1956. It was incorporated on 14 May, 2008 as a real estate i. Work-in-progress - Buildings under work in progress represents

arm of TCI Group. The company is engaged in the business of Real estate cost incurred in respect of unsold area of the real estate and Warehousing development activities. development projects or cost incurred on projects where the The Real Estate and Warehousing division of Transport Corporation of India revenue is yet to be recognised. Buildings shown as work-in-

stLtd. stood transferred to the Company effective from 1 April, 2010 in progress are valued at lower of cost and net realisable value on terms of the Scheme of Arrangement between the Company and Transport FIFO Basis.

thCorporation of India Ltd. as approved vide order dated 15 September, 2010 (f) The Company assesses at each Balance Sheet date whether there is of The Hon ble Andhra Pradesh High Court. any indication that any asset may be impaired and if such indication

2. Significant Accounting Policies: exists, the carrying value of such asset is reduced to its recoverable amount and a provision is made for such impairment loss in the (a) All revenues and expenditures are generally accounted on accrual Statement of Profit and Loss.basis as they are earned or incurred. The accounts are prepared on

historical cost basis, as a going concern and are consistent with (g) Employees Benefits: The Company has not created any gratuity fund generally accepted accounting principles. or any other funds. However adequate provisions have been made in

the accounts for gratuity liability.(b) Fixed assets are stated at cost, less accumulated depreciation and impairment, if any. Capital work-in progress comprises of the cost of (h) Provision for tax is made for both current and deferred taxes. fixed assets that are not yet ready for their intended use at the Provision for current income tax is made on the current tax rates reporting date. Intangible assets are recorded at the consideration paid based on assessable income. The company provides for deferred tax for acquisition of such assets and are carried at cost less accumulated based on the tax effect of timing differences resulting from the amortization and impairment. recognition of items in the accounts and in estimating its current tax

provision. The effect on deferred taxes of a change in tax rate is (c) Depreciation and amortization: recognized in the year in which the change is effected. MAT credit is Tangible Assets: Depreciation on tangible assets is provided on the recognised as an asset only if there is convincing evidence that the straight-line method over the useful lives as prescribed under Part C of Company will pay normal income tax during the specified periodSchedule II of the Companies Act 2013. Depreciation for assets

(i) Lease: Lease under which the Company assumes substantially all the purchased/sold during a period is proportionately charged.risks and rewards of ownership are classified as finance leases. Such Intangible assets: These are amortized as under:assets acquired are capitalized at fair value of the asset or present

Particular Amortization value of the minimum lease payments at the inception of the lease, Computer Software Over a period of 6 years whichever is lower. Lease payments under operating leases are

(d) Investments are stated at cost. Investments intended to be held for recognized as an expense on a straight line basis in the statement of more than a year are classified as long term investments. Long term profit and loss over the lease term.investments are stated individually at cost less provision for

3. Share Capital stAs at 31 March 2017 stAs at 31 March 2016

thThe Board of Directors, in its meeting on 28 May, 2016, proposed a final dividend of ̀ 0.50 /- per Preference Share and the same was approved by the shareholders ndat the Annual General Meeting held on 2 August, 2016, this resulted in a cash outflow of ̀ 2,545,572/- including corporate dividend tax.

thThe Board of Directors, in its meeting on 16 May, 2017, have proposed a final dividend of ̀ 0.50 /-per Preference Share for the financial year ended March 31, 2017. The proposal is subject to the approval of shareholders at the ensuring Annual General Meeting and if approved would result in a cash outflow of approximately ̀ 2,545,572/- including corporate dividend tax.

Reconciliation of Equity Shares Outstanding:

Shares outstanding at the beginning of the year 3,729,431 37,294,310 3,729,431 37,294,310Shares Issued during the year - - - -Shares bought back during the year - - - -Shares outstanding at the end of the year 3,729,431 37,294,310 3,729,431 37,294,310

st stAs at 31 March 2017 As at 31 March 2016

Number Rupees Number RupeesParticulars

Number Rupees Number Rupees

Authorised

Equity Shares of Rs. 10 each 7,000,000 70,000,000 7,000,000 70,000,000 Preference Shares of Rs. 10 each 8,000,000 80,000,000 8,000,000 80,000,000

Issued

Equity Shares of Rs. 10 each 3,729,431 37,294,310 3,729,431 37,294,310 5% Preference Shares of Rs 10 each 4,230,000 42,300,000 4,230,000 42,300,000

Subscribed & Paid up

Equity Shares of Rs. 10 each fully paid 3,729,431 37,294,310 3,729,431 37,294,310 5% Preference Shares of Rs 10 each fully paid 4,230,000 42,300,000 4,230,000 42,300,000

Total 7,959,431 79,594,310 7,959,431 79,594,310


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STCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017

(Amount in `)





Depreciation 2,440,707 1,114,762Share of Loss (Profit) in partnership Firms (17,222,774) (15,789,988)Loss/ (Profit) on Sale of Assets (15,870,880) 3,375,710Interest paid 4,344,956 58,215Interest Received (3,089,895) (322,981)

(29,397,886) (11,564,282)

Operating Profit before Working Capital Changes (9,033,725) (3,693,742)


Trade Receivables (1,541,844) (63,655)Long Term Loans and Advances (2,000,000) 324,917Short Term Loans and Advances (110,691) (717,018)Long Term Provisions 305,974 126,210Payable to Partnership Firms (1,563,952) (866,291)Other Current Liabilities 5,682,537 (509,366)Short Term Provisions 154,274 33,569Cash Generation From Operations (8,107,427) (5,365,376)

Direct Taxes (Net) (2,538) 663,891Net Cash from Operating Activities


Acquisition of Fixed Assets (including capital work in progress) (1,965,137) (1,718,114)Sale of Fixed Assets 16,153,956 1,076,522Investments made in Subsidiary Companies - (18,386,120)Loans and Advances (given to)/ received from:- Subsidiary Companies 64,045,000 -- Partnership Firms (1,382,833) 12,661,303Share of (Loss) Profit in Partnership Firms 17,222,774 15,789,988Interest Received 3,089,895 322,981Net Cash from Investing Activities


Interest Paid (4,344,956) (58,215)Dividend Paid (2,115,000) (2,115,000)Dividend Tax paid (439,329) (422,876)Repayment of Long Term Secured Loans (190,399) (716,205)Net Cash from Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalent (A+B+C) 81,964,006 1,732,779

Cash and Cash Equivalent (Opening) 1,992,841 260,062

Cash and Cash Equivalent (Closing) 83,956,847 1,992,841


Balances with Banks:In Current Accounts 4,382,099 1,338,288In Fixed Deposit 79,000,000 -

Cash on Hand 3,141 82,180Earmarked Balances with Banks:

Against Unpaid Dividend 126,416 126,661Against Fractional Share Entitlements 445,191 445,712

(8,109,965) (4,701,485)

97,163,655 9,746,560

(7,089,684) (3,312,296)

83,956,847 1,992,841


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1. Background diminution in value, if such diminution is other than temporary.

TCI Developers Limited ( the Company ) is a Company registered under the (e) Inventory comprises Buildings under work in progressthcompanies act, 1956. It was incorporated on 14 May, 2008 as a real estate i. Work-in-progress - Buildings under work in progress represents

arm of TCI Group. The company is engaged in the business of Real estate cost incurred in respect of unsold area of the real estate and Warehousing development activities. development projects or cost incurred on projects where the The Real Estate and Warehousing division of Transport Corporation of India revenue is yet to be recognised. Buildings shown as work-in-

stLtd. stood transferred to the Company effective from 1 April, 2010 in progress are valued at lower of cost and net realisable value on terms of the Scheme of Arrangement between the Company and Transport FIFO Basis.

thCorporation of India Ltd. as approved vide order dated 15 September, 2010 (f) The Company assesses at each Balance Sheet date whether there is of The Hon ble Andhra Pradesh High Court. any indication that any asset may be impaired and if such indication

2. Significant Accounting Policies: exists, the carrying value of such asset is reduced to its recoverable amount and a provision is made for such impairment loss in the (a) All revenues and expenditures are generally accounted on accrual Statement of Profit and Loss.basis as they are earned or incurred. The accounts are prepared on

historical cost basis, as a going concern and are consistent with (g) Employees Benefits: The Company has not created any gratuity fund generally accepted accounting principles. or any other funds. However adequate provisions have been made in

the accounts for gratuity liability.(b) Fixed assets are stated at cost, less accumulated depreciation and impairment, if any. Capital work-in progress comprises of the cost of (h) Provision for tax is made for both current and deferred taxes. fixed assets that are not yet ready for their intended use at the Provision for current income tax is made on the current tax rates reporting date. Intangible assets are recorded at the consideration paid based on assessable income. The company provides for deferred tax for acquisition of such assets and are carried at cost less accumulated based on the tax effect of timing differences resulting from the amortization and impairment. recognition of items in the accounts and in estimating its current tax

provision. The effect on deferred taxes of a change in tax rate is (c) Depreciation and amortization: recognized in the year in which the change is effected. MAT credit is Tangible Assets: Depreciation on tangible assets is provided on the recognised as an asset only if there is convincing evidence that the straight-line method over the useful lives as prescribed under Part C of Company will pay normal income tax during the specified periodSchedule II of the Companies Act 2013. Depreciation for assets

(i) Lease: Lease under which the Company assumes substantially all the purchased/sold during a period is proportionately charged.risks and rewards of ownership are classified as finance leases. Such Intangible assets: These are amortized as under:assets acquired are capitalized at fair value of the asset or present

Particular Amortization value of the minimum lease payments at the inception of the lease, Computer Software Over a period of 6 years whichever is lower. Lease payments under operating leases are

(d) Investments are stated at cost. Investments intended to be held for recognized as an expense on a straight line basis in the statement of more than a year are classified as long term investments. Long term profit and loss over the lease term.investments are stated individually at cost less provision for


thThe Board of Directors, in its meeting on 28 May, 2016, proposed a final dividend of ̀ 0.50 /- per Preference Share and the same was approved by the shareholders ndat the Annual General Meeting held on 2 August, 2016, this resulted in a cash outflow of ̀ 2,545,572/- including corporate dividend tax.



Shares outstanding at the beginning of the year 3,729,431 37,294,310 3,729,431 37,294,310Shares Issued during the year - - - -Shares bought back during the year - - - -Shares outstanding at the end of the year 3,729,431 37,294,310 3,729,431 37,294,310




Authorised

Equity Shares of Rs. 10 each 7,000,000 70,000,000 7,000,000 70,000,000 Preference Shares of Rs. 10 each 8,000,000 80,000,000 8,000,000 80,000,000

Issued

Equity Shares of Rs. 10 each 3,729,431 37,294,310 3,729,431 37,294,310 5% Preference Shares of Rs 10 each 4,230,000 42,300,000 4,230,000 42,300,000

Subscribed & Paid up


Total 7,959,431 79,594,310 7,959,431 79,594,310


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Shares outstanding at the beginning of the year 4,230,000 42,300,000 4,230,000 42,300,000Shares Issued during the year - - Shares bought back during the year - - - -Shares outstanding at the end of the year 4,230,000 42,300,000 4,230,000 42,300,000



(b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share held. The dividend, if any, proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Terms of Conversion/ redemption of Preference Shares

The 5% Preference Shares allotted by the company are Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each which are redeemable in a term not exceeding 20 years from the date of allotment and on such terms and conditions and in such manner as the Board may, deem fit.

(d) Details of shareholders holding more than 5% of the Shares in the company

(i) Details of shareholders holding more than 5% of the Equity Shares in the company

No. of Shares held % of Holding No. of Shares held % of Holding

Bhoruka Finance Corporation of India Ltd. 798,489 21.41% 798,489 21.41%Bhoruka International (P) Ltd. 557,910 14.96% 557,910 14.96%D.P. Agarwal- TCI Trading 248,749 6.67% 248,749 6.67%TCI India Ltd. 228,955 6.14% 228,955 6.14%

st stAs at 31 March 2017 As at 31 March 2016Name of Shareholder

(ii) Details of shareholders holding more than 5% of the Preference Shares in the company


Mrs. Urmila Agarwal 2,000,000 47.28% 2,000,000 47.28%Bhoruka Finance Corporation of India Ltd. 850,000 20.09% 850,000 20.09%Bhoruka International (P) Ltd. 600,000 14.18% 600,000 14.18%TCI Global Logistics Ltd. 300,000 7.09% 300,000 7.09%XPS Cargo Services Ltd. 280,000 6.62% 280,000 6.62%


(e) Details of Shares allotted since incorporation of the Company, other than in cash:

2008-09 2010-11 Aggregate st(year of incorporation) till 31 March, 2017

Equity Shares : Nos. Nos. Nos.Fully paid up pursuant to contract(s) without payment being received in cash - 3,629,431 3,629,431

Year (Aggregate No. of Shares)Particulars

4. Reserves & SurplusstAs at 31 March 2017 stAs at 31 March 2016

Rupees Rupees

Capital Reserves

Opening Balance 484,841,685 484,841,685

(+) Additions - -

(-) Deductions - -

Closing Balance

Statement of Profit and Loss

Opening balance 55,197,294 47,073,545

(+) Net Profit/(Net Loss) For the current year 21,590,161 10,669,321

(-) Proposed Dividend on Preference Shares - (2,115,000)

(-) Tax on Dividends (8,757) (430,572)

Closing Balance

Total

484,841,685 484,841,685

76,778,698 55,197,294

561,620,383 540,038,979

5. Long Term Borrowings


Term Loan from a Bank - - Unsecured Loans From Directors 41,350,000 41,350,000

Total

(Unsecured Loans taken from Directors without any stipulation as to dates of repayment. Interest charged during the Year 10.50% previous year Nil)

Rupees Rupees

41,350,000 41,350,000

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As At

7. Other Current Liabilities 31-03-2017 31-03-2016

Rupees Rupees

Current Maturity of Long Term Debts - 190,399 Payable to Firms in which Company and its Subsidiary Companies are Partners 5,281,466 6,845,418 Tenant/ Security Deposits from Related Party 3,652,000 3,652,000 Tenant/ Security Deposits from Others 200,000 200,000 Sundry Creditors 179,199 395,101 Retention Money - 439,643 Interest Due but not paid 3,907,575 - Unpaid Dividends 126,416 126,661 Unpaid Fractional Share Entitlements 445,191 445,712 Statutory Liabilities 969,200 512,450 Other Liabilities 2,744,653 770,130

Total

As At

17,505,700 13,577,514

As At

8. Short Term Provisions 31-03-2017 31-03-2016

Rupees Rupees

Provision for Employee BenefitsUnavailed Leave 600,905 446,631

OthersProposed Dividend - 2,115,000Tax on Dividend - 430,572Taxation (net of payments) 710,000 -

Total

As At

1,310,905 2,992,203


9. Fixed Assets

As At

6. Long Term Provisions 31-03-2017 31-03-2016

Rupees Rupees

Provision for Employee Benefits

Benevolent Fund 1,905 - Gratuity 802,643 498,574

Total

As At

804,548 498,574

10. Non-current Investments 31-03-2017 As At 31-03-2016

Rupees RupeesTrade InvestmentsUnquoted:Investments in fully paid Equity Instruments of Subsidiary CompaniesTCI Infrastructure Ltd. 48,000,000 48,000,0004,800,000 (Previous year 4,800,000) Equity Shares of Rs. 10/- eachTCI Properties (West) Ltd. 26,210,000 26,210,000 2,621,000 (Previous year 2,621,000) Equity Shares of Rs. 10/- eachTCI Distribution Centers Ltd. 2,000,000 2,000,000200,000 (Previous year 200,000) Equity Shares of Rs. 10/- eachTDL Warehousing Parks Limited 2,166,120 2,166,120 216,612 (Previous year 216,612)Equity Shares of Rs. 10/- each

As At

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Shares outstanding at the beginning of the year 4,230,000 42,300,000 4,230,000 42,300,000Shares Issued during the year - - Shares bought back during the year - - - -Shares outstanding at the end of the year 4,230,000 42,300,000 4,230,000 42,300,000



(b) Rights, preferences and restrictions attached to equity shares



The 5% Preference Shares allotted by the company are Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each which are redeemable in a term not exceeding 20 years from the date of allotment and on such terms and conditions and in such manner as the Board may, deem fit.








Mrs. Urmila Agarwal 2,000,000 47.28% 2,000,000 47.28%Bhoruka Finance Corporation of India Ltd. 850,000 20.09% 850,000 20.09%Bhoruka International (P) Ltd. 600,000 14.18% 600,000 14.18%TCI Global Logistics Ltd. 300,000 7.09% 300,000 7.09%XPS Cargo Services Ltd. 280,000 6.62% 280,000 6.62%







Rupees Rupees

Capital Reserves

Opening Balance 484,841,685 484,841,685

(+) Additions - -

(-) Deductions - -

Closing Balance


Opening balance 55,197,294 47,073,545



(-) Tax on Dividends (8,757) (430,572)

Closing Balance

Total

484,841,685 484,841,685

76,778,698 55,197,294

561,620,383 540,038,979

5. Long Term Borrowings


Term Loan from a Bank - - Unsecured Loans From Directors 41,350,000 41,350,000

Total

(Unsecured Loans taken from Directors without any stipulation as to dates of repayment. Interest charged during the Year 10.50% previous year Nil)

Rupees Rupees

41,350,000 41,350,000

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As At

7. Other Current Liabilities 31-03-2017 31-03-2016

Rupees Rupees

Current Maturity of Long Term Debts - 190,399 Payable to Firms in which Company and its Subsidiary Companies are Partners 5,281,466 6,845,418 Tenant/ Security Deposits from Related Party 3,652,000 3,652,000 Tenant/ Security Deposits from Others 200,000 200,000 Sundry Creditors 179,199 395,101 Retention Money - 439,643 Interest Due but not paid 3,907,575 - Unpaid Dividends 126,416 126,661 Unpaid Fractional Share Entitlements 445,191 445,712 Statutory Liabilities 969,200 512,450 Other Liabilities 2,744,653 770,130

Total

As At

17,505,700 13,577,514

As At

8. Short Term Provisions 31-03-2017 31-03-2016

Rupees Rupees


OthersProposed Dividend - 2,115,000Tax on Dividend - 430,572Taxation (net of payments) 710,000 -

Total

As At

1,310,905 2,992,203


9. Fixed Assets

As At

6. Long Term Provisions 31-03-2017 31-03-2016

Rupees Rupees


Benevolent Fund 1,905 - Gratuity 802,643 498,574

Total

As At

804,548 498,574

10. Non-current Investments 31-03-2017 As At 31-03-2016

Rupees RupeesTrade InvestmentsUnquoted:Investments in fully paid Equity Instruments of Subsidiary CompaniesTCI Infrastructure Ltd. 48,000,000 48,000,0004,800,000 (Previous year 4,800,000) Equity Shares of Rs. 10/- eachTCI Properties (West) Ltd. 26,210,000 26,210,000 2,621,000 (Previous year 2,621,000) Equity Shares of Rs. 10/- eachTCI Distribution Centers Ltd. 2,000,000 2,000,000200,000 (Previous year 200,000) Equity Shares of Rs. 10/- eachTDL Warehousing Parks Limited 2,166,120 2,166,120 216,612 (Previous year 216,612)Equity Shares of Rs. 10/- each

As At

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(a) Details of Investment in Partnership firmsTCI Developers TCI Infrastructure TCI Properties

Ltd. Ltd. (West) Ltd. Total

Name of Partnership Firms

TCI Properties (Guj) 14,100,952 1,000 1,000 14,102,952 99.986% 0.007% 0.007% 100.000%

TCI Properties (NCR) 22,019,560 1,000 1,000 22,021,560 99.991% 0.005% 0.005% 100.000%

TCI Properties (Delhi) 47,316,029 2,500 2,500 47,321,029 99.989% 0.005% 0.005% 100.000%

TCI Properties (South) 17,304,883 1,000 1,000 17,306,883 99.988% 0.006% 0.006% 100.000%

TCI Warehousing (MH) 26,203,730 1,000 1,000 26,205,730 99.992% 0.004% 0.004% 100.000%

Total 126,945,154 6,500 6,500 126,958,154

(Figures in `)

Capital Contributions

As At

10. Non-current Investments 31-03-2017 31-03-2016

Rupees Rupees

Investments in fully paid Preference Shares of Subsidiary Companies

TCI Distribution Centers Ltd.859,200 (Previous year 697,000) 5% Non Convertible non Cumulative Redeemable 85,920,000 85,920,000 Preference Shares of Rs. 100/- each290,000 (Previous year 290,000) 5% Convertible Non-Cumulative Redeemable 29,000,000 29,000,000 Preference Shares of Rs. 100/- each

Investments in Partnership Firms (a) 126,945,154 126,945,154

Total

Aggregate amount of unquoted investments

As At

320,241,274 320,241,274

320,241,274 320,241,274

As At

11. Deferred Tax Liabilities (Net) 31-03-2017 31-03-2016

Rupees Rupees

Deferred Tax Assets

(Impact of expenditures charged to the statements of profit and loss but allowable or tax purpose on 11,989,500 7,927,400 payment basis)Gross Deferred Tax Assets 11,989,500 7,927,400

Deferred Tax Liabilities

(Impact of differences between tax depreciation and depreciation charged or the financial reporting) (9,060,600) (6,224,500)Gross Deferred Tax Liabilities (9,060,600) (6,224,500)

Net Deferred Tax Liabilities

12. Long-term Loans and Advances

Loans and Advances to Subsidiary CompanyUnsecured, considered good - 64,045,000

Capital Advances 3,041,235 1,041,235MAT Credit Entitlement 710,000 -

Total

13. Inventories

Buildings under work in progress (at lower of cost and net realizable value)Land & Building transferred from Fixed Assets* 2,098,855 2,098,855 Construction Costs 25,816,311 25,816,311

Total

14. Cash and Cash Equivalents

As At

2,928,900 1,702,900

3,751,235 65,086,235

27,915,166 27,915,166

83,956,847 1,992,841

* Being Land & Building at Pune, transferred from Fixed Assets to Stock in trade to date. A housing project has been developed on the property and the relevant income will be accounted for at the time of its sale.

Balances with Banks:In Current Accounts 4,382,099 1,338,288 In Deposit Accounts 79,000,000 -

Cash on Hand 3,141 82,180 Earmarked Balances with Banks:

Against Unpaid Dividend 126,416 126,661 Against Fractional Share Entitlements 445,191 445,712

Total


25

As At

15. Trade Receivables 31-03-2017 31-03-2016

Rupees Rupees

Unsecured

a) Overdue for more than six monthsConsidered good - -

b) Others: Considered good 2,507,291 965,447Total

16. Short-term Loans and Advances

Unsecured, considered good

Loans and advances to related partiesDue from Firms in which Company and its Subsidiary Companies are Partners 1,382,833 - Tax Deducted at Source 3,921,449 3,108,911 Balances with Service Tax and Income Tax Authorities 508,554 436,520 Other Advances 488,791 1,260,134

Total

17. Other Income

Profit From Partnership Firms

TCI Properties (Guj) 3,779,829 3,577,909 TCI Properties (NCR) 1,391,185 1,377,395 TCI Properties (South) 2,283,361 2,208,822 TCI Properties (Delhi) 9,233,765 8,069,112 TCI Warehousing (MH) 534,634 556,750

Profit on Sale of Assets (refer note no 24) 15,870,880 - Interest Income 3,089,895 322,981

Total

18. Operating Expenses

Land & Building transferred from Fixed Assets - - Development Charges - - Construction Costs - -

Total

19. (Increase) / decrease in Inventories

Opening Work in Progress 27,915,166 27,915,166 Closing Work in Progress 27,915,166 27,915,166

Total

20. Employee Benefits Expenses

Salaries and Incentives 16,716,255 12,836,512

Contribution to provident and other fund 1,007,654 784,116 Gratuity 304,069 128,720 Staff Welfare Expenses 135,770 257,689

Total

21. Other Expenses

Rates and Taxes 564,705 545,844Rent 738,796 267,900Electricity 28,184 27,050Telephone Expenses 14,050 14,349Printing and Stationery 205,108 184,143 Travelling and Conveyance Expenses 3,682,289 1,981,309 Legal Expenses 14,375 116,415 Postage Expenses 579,791 338,251 Advertisement Expenses 96,766 138,265 Building Maintenance Expenses 248,833 121,818 Car Maintenance Expenses 200,577 162,828Consultancy and Professional Charges 1,721,665 283,450 Loss on Sale of Assets (refer note no 25) - 3,375,710 Office Maintenance Expenses 839,890 638,301 Subscription 481,303 370,146 Filling Fees 108,733 74,160 Miscellaneous Expenses 11,464 73,908 Directors Fees 84,420 82,000 Insurance 66,728 42,633 Remuneration To AuditorsAudit Fees 35,000 35,000 Tax Audit Fees 15,000 15,000 Other Services 35,000 65,035

Total

As At

2,507,291 965,447

6,301,627 4,805,565

36,183,549 16,112,969

- -

- -

18,163,748 14,007,037

9,772,677 8,953,515


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(a) Details of Investment in Partnership firmsTCI Developers TCI Infrastructure TCI Properties

Ltd. Ltd. (West) Ltd. Total

Name of Partnership Firms

TCI Properties (Guj) 14,100,952 1,000 1,000 14,102,952 99.986% 0.007% 0.007% 100.000%

TCI Properties (NCR) 22,019,560 1,000 1,000 22,021,560 99.991% 0.005% 0.005% 100.000%

TCI Properties (Delhi) 47,316,029 2,500 2,500 47,321,029 99.989% 0.005% 0.005% 100.000%

TCI Properties (South) 17,304,883 1,000 1,000 17,306,883 99.988% 0.006% 0.006% 100.000%

TCI Warehousing (MH) 26,203,730 1,000 1,000 26,205,730 99.992% 0.004% 0.004% 100.000%

Total 126,945,154 6,500 6,500 126,958,154

(Figures in `)

Capital Contributions

As At

10. Non-current Investments 31-03-2017 31-03-2016

Rupees Rupees

Investments in fully paid Preference Shares of Subsidiary Companies

TCI Distribution Centers Ltd.859,200 (Previous year 697,000) 5% Non Convertible non Cumulative Redeemable 85,920,000 85,920,000 Preference Shares of Rs. 100/- each290,000 (Previous year 290,000) 5% Convertible Non-Cumulative Redeemable 29,000,000 29,000,000 Preference Shares of Rs. 100/- each

Investments in Partnership Firms (a) 126,945,154 126,945,154

Total

Aggregate amount of unquoted investments

As At

320,241,274 320,241,274

320,241,274 320,241,274

As At

11. Deferred Tax Liabilities (Net) 31-03-2017 31-03-2016

Rupees Rupees

Deferred Tax Assets

(Impact of expenditures charged to the statements of profit and loss but allowable or tax purpose on 11,989,500 7,927,400 payment basis)Gross Deferred Tax Assets 11,989,500 7,927,400

Deferred Tax Liabilities

(Impact of differences between tax depreciation and depreciation charged or the financial reporting) (9,060,600) (6,224,500)Gross Deferred Tax Liabilities (9,060,600) (6,224,500)


12. Long-term Loans and Advances

Loans and Advances to Subsidiary CompanyUnsecured, considered good - 64,045,000

Capital Advances 3,041,235 1,041,235MAT Credit Entitlement 710,000 -

Total

13. Inventories

Buildings under work in progress (at lower of cost and net realizable value)Land & Building transferred from Fixed Assets* 2,098,855 2,098,855 Construction Costs 25,816,311 25,816,311

Total


As At

2,928,900 1,702,900

3,751,235 65,086,235

27,915,166 27,915,166

83,956,847 1,992,841


Balances with Banks:In Current Accounts 4,382,099 1,338,288 In Deposit Accounts 79,000,000 -



Total


25

As At

15. Trade Receivables 31-03-2017 31-03-2016

Rupees Rupees

Unsecured


b) Others: Considered good 2,507,291 965,447Total


Unsecured, considered good

Loans and advances to related partiesDue from Firms in which Company and its Subsidiary Companies are Partners 1,382,833 - Tax Deducted at Source 3,921,449 3,108,911 Balances with Service Tax and Income Tax Authorities 508,554 436,520 Other Advances 488,791 1,260,134

Total

17. Other Income

Profit From Partnership Firms

TCI Properties (Guj) 3,779,829 3,577,909 TCI Properties (NCR) 1,391,185 1,377,395 TCI Properties (South) 2,283,361 2,208,822 TCI Properties (Delhi) 9,233,765 8,069,112 TCI Warehousing (MH) 534,634 556,750

Profit on Sale of Assets (refer note no 24) 15,870,880 - Interest Income 3,089,895 322,981

Total


Land & Building transferred from Fixed Assets - - Development Charges - - Construction Costs - -

Total



Total


Salaries and Incentives 16,716,255 12,836,512

Contribution to provident and other fund 1,007,654 784,116 Gratuity 304,069 128,720 Staff Welfare Expenses 135,770 257,689

Total

21. Other Expenses

Rates and Taxes 564,705 545,844Rent 738,796 267,900Electricity 28,184 27,050Telephone Expenses 14,050 14,349Printing and Stationery 205,108 184,143 Travelling and Conveyance Expenses 3,682,289 1,981,309 Legal Expenses 14,375 116,415 Postage Expenses 579,791 338,251 Advertisement Expenses 96,766 138,265 Building Maintenance Expenses 248,833 121,818 Car Maintenance Expenses 200,577 162,828Consultancy and Professional Charges 1,721,665 283,450 Loss on Sale of Assets (refer note no 25) - 3,375,710 Office Maintenance Expenses 839,890 638,301 Subscription 481,303 370,146 Filling Fees 108,733 74,160 Miscellaneous Expenses 11,464 73,908 Directors Fees 84,420 82,000 Insurance 66,728 42,633 Remuneration To AuditorsAudit Fees 35,000 35,000 Tax Audit Fees 15,000 15,000 Other Services 35,000 65,035

Total

As At

2,507,291 965,447

6,301,627 4,805,565

36,183,549 16,112,969

- -

- -

18,163,748 14,007,037

9,772,677 8,953,515


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22. Related party transactions

a. List of Related Parties:

i. Associates:

• Transport Corporation of India Ltd. • Bhoruka Finance Corporation of India Ltd. • XPS Cargo Services Ltd.

• Bhoruka International Pvt. Ltd. • TCI Global Logistics Ltd.

Partnership Firms

• TCI Properties – (Delhi) • TCI Warehousing – (MH) • TCI Properties – (NCR)

• TCI Properties – (Guj) • TCI Properties – (South)

ii. Subsidiaries:

• TCI Infrastructure Ltd. • TCI Properties (West) Ltd. • TCI Distribution Centers Ltd.

• TDL Warehousing Parks Ltd.

iii. Key Management Personnel

• Mr. D P Agarwal • Mr. Vineet Agarwal • Mr. Chander Agarwal

• Mr. N K Baranwal • Mr. Rupesh Kumar* • Mr. Rajesh Dhyani

• Mr. Vinay Gujral**st*joined the Organization on 1 June, 2016

st** Left the Organization as on 31 May, 2016

iv. Other Related Parties

• Mrs. Urmila Agarwal

b. Transactions with Related parties:

Nature of Transaction Nature of Relation Amount (Rupees)

2016-17 2015-16

Transactions During the year:

Income:

Rent Received Associates 14,119,200 12,902,100Project Management Services Associates 4,783,500 2,989,000Share in Profit Received Associates 17,222,774 15,789,988

Reimbursement of Expenses :

Salary Subsidiary 739,477 ---Expense:

Rent Expense Associates 735,120 267,900Interest Expense Key Management Personnel 4,341,750 ---Remuneration Key Management Personnel 7,194,728 6,497,031

Finance & Investments:

Loan & Advances Given (Refund of Loan) Subsidiary 64,045,000 ---Investment – Allotment of Share Subsidiary --- 18,386,120Withdrawal from Partnership Firms Associates 14,275,990 27,585,000

Balances as at the end of Year 31st March 2017 31st March 2016

Assets:

Investments Made Associates 126,945,154 126,945,154Subsidiaries 193,296,120 193,296,120Trade receivables Associates 2,507,291 965,447Loan & Advances Given Subsidiary --- 64,045,000Receivable from Partnership Firms – Current Account Balance Associates 1,382,833 ---

Liabilities;

Loans Taken Key Management Personnel 41,350,000 41,350,000Interest Due on Loan Taken Key Management Personnel 3,907,575 ---Payable to Partnership Firms - Current Account Balance Associates 5,281,466 6,845,418Security Deposits Taken Associates 3,652,000 3,652,000

23. In the opinion of Board of Directors and to the best of their knowledge and belief, the value on realization of current assets, loans and advances in the ordinary course of business, would not be less than the amount at which the same are stated in the Balance Sheet.

24. During the year 2016-17, the company had receive ̀ 16,153,956/- towards compensation from the Government Authorities against part of a land acquired for highway road widening, the proportionate book value of such land being ̀ 283,076/-. The resultant profit of ̀ 15,870,880/- has been accounted for as a Profit on Sale of Assets.

25. During Previous year 2015-16, the company had received ̀ 1,076,522 /- from the Government Authorities towards compensation against part of a land acquired for highway road widening, the proportionate book value of such land being ̀ 4,452,232/-. The resultant loss of ̀ 3,375,710 /- was accounted for as a Loss on Sale of Assets. The company also made a representation to the Government Authorities for enhancement in such compensation. However any further compensation shall be treated as capital gain, as and when received.


26. Earning Per Share (EPS)


27


Net Profit after Tax Rupees. 21,590,161 10,669,321(-)Proposed Dividend on Preference Shares Rupees. -- (2,115,000)(-) Tax on above Dividend Rupees. -- (430,572)Net Profit after Tax available for equity share holders - For Basic and Diluted EPS Rupees. 21,590,161 8,123,749Weighted Average No. Of Equity Shares For Basic EPS Nos. 3,729,431 3,729,431Weighted Average No. Of Equity Shares For Diluted EPS Nos. 3,729,431 3,729,431Nominal Value of Equity Shares Rupees. 10 10Basic Earnings Per Equity Share Rupees. 5.79 2.18Diluted Earnings Per Equity Share Rupees. 5.79 2.18

27 Contingent Liabilities and Commitments (to the extent not provided for) As at 31-03-2017 As at 31-03-2016

Rupees Rupees

Contingent Liabilities ---- ----Commitments:Estimated amount of contracts remaining to be executed for Project in Progress ---- ----

28. Disclosure on Specified Bank Notes (SBNs)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below:

Particulars SBNs* SBNs* Other Total

denomination notes

Closing cash in hand as on November 8, 2016 -- 46,133 46,133(+) Permitted receipts -- 50,000 50,000(-) Permitted payments -- 65,800 65,800(-) Amount deposited in Banks -- – –Closing cash in hand as on December 30, 2016 -- 30,333 30,333

* For the purposes of this clause, the term Specified Bank Notes shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

29. Previous year s figures have been regrouped and rearranged, wherever found necessary.

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a. List of Related Parties:

i. Associates:

• Transport Corporation of India Ltd. • Bhoruka Finance Corporation of India Ltd. • XPS Cargo Services Ltd.

• Bhoruka International Pvt. Ltd. • TCI Global Logistics Ltd.

Partnership Firms

• TCI Properties – (Delhi) • TCI Warehousing – (MH) • TCI Properties – (NCR)

• TCI Properties – (Guj) • TCI Properties – (South)

ii. Subsidiaries:

• TCI Infrastructure Ltd. • TCI Properties (West) Ltd. • TCI Distribution Centers Ltd.

• TDL Warehousing Parks Ltd.

iii. Key Management Personnel

• Mr. D P Agarwal • Mr. Vineet Agarwal • Mr. Chander Agarwal

• Mr. N K Baranwal • Mr. Rupesh Kumar* • Mr. Rajesh Dhyani

• Mr. Vinay Gujral**st*joined the Organization on 1 June, 2016

st** Left the Organization as on 31 May, 2016

iv. Other Related Parties

• Mrs. Urmila Agarwal



2016-17 2015-16


Income:

Rent Received Associates 14,119,200 12,902,100Project Management Services Associates 4,783,500 2,989,000Share in Profit Received Associates 17,222,774 15,789,988

Reimbursement of Expenses :

Salary Subsidiary 739,477 ---Expense:

Rent Expense Associates 735,120 267,900Interest Expense Key Management Personnel 4,341,750 ---Remuneration Key Management Personnel 7,194,728 6,497,031

Finance & Investments:

Loan & Advances Given (Refund of Loan) Subsidiary 64,045,000 ---Investment – Allotment of Share Subsidiary --- 18,386,120Withdrawal from Partnership Firms Associates 14,275,990 27,585,000

Balances as at the end of Year 31st March 2017 31st March 2016

Assets:

Investments Made Associates 126,945,154 126,945,154Subsidiaries 193,296,120 193,296,120Trade receivables Associates 2,507,291 965,447Loan & Advances Given Subsidiary --- 64,045,000Receivable from Partnership Firms – Current Account Balance Associates 1,382,833 ---

Liabilities;

Loans Taken Key Management Personnel 41,350,000 41,350,000Interest Due on Loan Taken Key Management Personnel 3,907,575 ---Payable to Partnership Firms - Current Account Balance Associates 5,281,466 6,845,418Security Deposits Taken Associates 3,652,000 3,652,000


24. During the year 2016-17, the company had receive ̀ 16,153,956/- towards compensation from the Government Authorities against part of a land acquired for highway road widening, the proportionate book value of such land being ̀ 283,076/-. The resultant profit of ̀ 15,870,880/- has been accounted for as a Profit on Sale of Assets.

25. During Previous year 2015-16, the company had received ̀ 1,076,522 /- from the Government Authorities towards compensation against part of a land acquired for highway road widening, the proportionate book value of such land being ̀ 4,452,232/-. The resultant loss of ̀ 3,375,710 /- was accounted for as a Loss on Sale of Assets. The company also made a representation to the Government Authorities for enhancement in such compensation. However any further compensation shall be treated as capital gain, as and when received.




27


Net Profit after Tax Rupees. 21,590,161 10,669,321(-)Proposed Dividend on Preference Shares Rupees. -- (2,115,000)(-) Tax on above Dividend Rupees. -- (430,572)Net Profit after Tax available for equity share holders - For Basic and Diluted EPS Rupees. 21,590,161 8,123,749Weighted Average No. Of Equity Shares For Basic EPS Nos. 3,729,431 3,729,431Weighted Average No. Of Equity Shares For Diluted EPS Nos. 3,729,431 3,729,431Nominal Value of Equity Shares Rupees. 10 10Basic Earnings Per Equity Share Rupees. 5.79 2.18Diluted Earnings Per Equity Share Rupees. 5.79 2.18

27 Contingent Liabilities and Commitments (to the extent not provided for) As at 31-03-2017 As at 31-03-2016

Rupees Rupees

Contingent Liabilities ---- ----Commitments:Estimated amount of contracts remaining to be executed for Project in Progress ---- ----

28. Disclosure on Specified Bank Notes (SBNs)


Particulars SBNs* SBNs* Other Total

denomination notes

Closing cash in hand as on November 8, 2016 -- 46,133 46,133(+) Permitted receipts -- 50,000 50,000(-) Permitted payments -- 65,800 65,800(-) Amount deposited in Banks -- – –Closing cash in hand as on December 30, 2016 -- 30,333 30,333

* For the purposes of this clause, the term Specified Bank Notes shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.


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29

CONSOLIDATED AUDITORS’ REPORT

Independent Auditors’ Report on Consolidated Financial Statements Other Matters

8. We did not audit the financial statements of its four subsidiaries and five associate To the Members of TCI Developers Limitedpartnership firms, whose financial statements / financial information reflect total

Report on the Consolidated Financial Statementsassets of Rs 7803.06 Lacs as at 31st March 2017, total revenue of Rs 332.18 Lacs and 1. We have audited the accompanying consolidated financial statements of TCI net Cash Inflow amounting to Rs 40.11 lacs for the year ended on that date, as Developers Limited ( the Holding Company ) and its subsidiaries and considered in the consolidated financial statements. These financial statements have associate concerns (collectively referred to as the Company or the Group ), been audited by other auditors whose reports have been furnished to us by the comprising of the consolidated balance sheet as at 31 March 2017, the management (the board of directors of the respective companies and respective consolidated statement of profit and loss, the consolidated cash flow partners of associate concerns) and our opinion on the consolidated financial statement for the year then ended, and a summary of the significant statements, in so far as it relates to the amounts and disclosures included in respect accounting policies and other explanatory information (hereinafter referred of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section to as the consolidated financial statements ).143 of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the

Management’s Responsibility for the Consolidated Financial Statementsreports of the other auditors. 2. The Holding Company s Board of Directors is responsible for the preparation

9. Our opinion on the consolidated financial statements, and our report on Other Legal of the consolidated financial statements in terms of the requirements of the and Regulatory requirements below, is not modified in respect of the above matter Companies Act, 2013 ( the Act ) that give a true and fair view of the with respect to our reliance on the work done and the reports of the other auditors consolidated financial position, consolidated financial performance and and the financial statements certified by the Management.consolidated cash flows of the Company in accordance with the accounting

Report on Other Legal and Regulatory Requirementsprinciples generally accepted in India, including the Accounting Standards 10. As required by sub-section 3 of Section 143 of the Act, we report, to the extent specified under Section 133 of the Companies Act, 2013 (hereinafter

applicable, that:referred to as the Act ) read with Rule 7 of the Companies (Accounts) Rules, a. We have sought and obtained all the information and explanations which to the 2014. The Board of Directors of the Company are responsible for

best of our knowledge and belief were necessary for the purposes of our audit of maintenance of adequate accounting records in accordance with the the aforesaid consolidated financial statements.provisions of the Act for safeguarding of the assets of the Company and for

b. In our opinion, proper books of account as required by law relating to preparation preventing and detecting frauds and other irregularities; the selection and of the aforesaid consolidated financial statements have been kept so far as it application of appropriate accounting policies; making judgments and appears from our examination of those books and the reports of the other estimates that are reasonable and prudent; and the design, implementation auditors.and maintenance of adequate internal financial controls, that were

c. The consolidated balance sheet, the consolidated statement of profit and loss, operating effectively for ensuring the accuracy and completeness of the and the consolidated cash flow statement dealt with by this Report are in accounting records, relevant to the preparation and presentation of the agreement with the relevant books of account maintained for the purpose of financial statements that give a true and fair view and are free from preparation of the consolidated financial statements.material misstatement, whether due to fraud or error, which have been used

d. In our opinion, the aforesaid consolidated financial statements comply with the for the purpose of preparation of the consolidated financial statements by Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Directors of the Holding Company, as aforesaid.the Companies (Accounts) Rules, 2014.

Auditors’ Responsibilitye. On the basis of the written representations received from the directors of the 3. Our responsibility is to express an opinion on the consolidated financial

Holding Company as on 31 March 2017 taken on record by the Board of Directors statements based on our audit. While conducting the audit, we have taken of the Holding Company and the report of the statutory auditors of its subsidiary into account the provisions of the Act, the accounting and auditing companies incorporated in India, none of the Directors of the Group companies standards and matters which are required to be included in the audit report incorporated in India is disqualified as on 31 March 2017 from being appointed under the provisions of the Act and the Rules made thereunder.as a Director of that company in terms of sub-section 2 of Section 164 of the Act.4. We conducted our audit in accordance with the Standards on Auditing

f. With respect to the adequacy of the internal financial controls over financial specified under section 143(10) of the Act. Those standards require that we reporting of the Group and the operating effectiveness of such controls, refer to comply with ethical requirements and plan and perform the audit to obtain our separate report in Annexure A ; andreasonable assurance about whether the consolidated financial statements

g. With respect to the other matters to be included in the Auditor s Report in are free from material misstatement.accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in 5. An audit involves performing procedures to obtain audit evidence about the our opinion and to the best of our information and according to the explanations amounts and the disclosures in the consolidated financial statements. The given to us:procedures selected depend on the auditor s judgment, including the i) The Holding Company and subsidiary companies incorporated does not assessment of the risks of material misstatement of the consolidated

have any pending litigations which would impact its financial position.financial statements, whether due to fraud or error. In making those risk ii) The Holding Company and subsidiary companies did not have any long-assessments, the auditor considers internal financial control relevant to the

term contracts including derivative contracts; as such the question of Holding Company s preparation of the consolidated financial statements commenting on any material foreseeable losses thereon does not arise.that give a true and fair view in order to design audit procedures that are

iii) There has not been an occasion in case of the Holding Company and appropriate in the circumstances. An audit also includes evaluating the subsidiary companies during the year under report to transfer any sums to appropriateness of the accounting policies used and the reasonableness of the Investor Education and Protection Fund. The question of delay in the accounting estimates made by the Holding Company s Board of transferring such sums does not arise.Directors, as well as evaluating the overall presentation of the consolidated

iv) the Company has provided requisite disclosures in its financial statements financial statements.as to holdings as well as dealings in Specified Bank Notes during the period 6. We believe that the audit evidence obtained by us is sufficient and from 8 November, 2016 to 30 December, 2016 and these are in accordance appropriate to provide a basis for our audit opinion on the consolidated with the books of accounts maintained by the Company. Refer Note 30 to financial statements.the notes to account of financial statements.

OpinionFor M. Gandhi & Co.7. In our opinion and to the best of our information and according to the

Chartered Accountantexplanations given to us, the aforesaid consolidated financial statements Firm's Regn. No. 000851Sgive the information required by the Act in the manner so required and give

a true and fair view in conformity with the accounting principles generally M. Gandhi

accepted in India, of the consolidated state of affairs of the Company, as at (Proprietor)

31 March 2017, and their consolidated profit and their consolidated cash Camp: Paris (France) Membership No. 022958thflows for the year ended on that date. Date: 16 May, 2017


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28


29

CONSOLIDATED AUDITORS’ REPORT

Independent Auditors’ Report on Consolidated Financial Statements Other Matters

8. We did not audit the financial statements of its four subsidiaries and five associate To the Members of TCI Developers Limitedpartnership firms, whose financial statements / financial information reflect total

Report on the Consolidated Financial Statementsassets of Rs 7803.06 Lacs as at 31st March 2017, total revenue of Rs 332.18 Lacs and 1. We have audited the accompanying consolidated financial statements of TCI net Cash Inflow amounting to Rs 40.11 lacs for the year ended on that date, as Developers Limited ( the Holding Company ) and its subsidiaries and considered in the consolidated financial statements. These financial statements have associate concerns (collectively referred to as the Company or the Group ), been audited by other auditors whose reports have been furnished to us by the comprising of the consolidated balance sheet as at 31 March 2017, the management (the board of directors of the respective companies and respective consolidated statement of profit and loss, the consolidated cash flow partners of associate concerns) and our opinion on the consolidated financial statement for the year then ended, and a summary of the significant statements, in so far as it relates to the amounts and disclosures included in respect accounting policies and other explanatory information (hereinafter referred of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section to as the consolidated financial statements ).143 of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the

Management’s Responsibility for the Consolidated Financial Statementsreports of the other auditors. 2. The Holding Company s Board of Directors is responsible for the preparation

9. Our opinion on the consolidated financial statements, and our report on Other Legal of the consolidated financial statements in terms of the requirements of the and Regulatory requirements below, is not modified in respect of the above matter Companies Act, 2013 ( the Act ) that give a true and fair view of the with respect to our reliance on the work done and the reports of the other auditors consolidated financial position, consolidated financial performance and and the financial statements certified by the Management.consolidated cash flows of the Company in accordance with the accounting

Report on Other Legal and Regulatory Requirementsprinciples generally accepted in India, including the Accounting Standards 10. As required by sub-section 3 of Section 143 of the Act, we report, to the extent specified under Section 133 of the Companies Act, 2013 (hereinafter

applicable, that:referred to as the Act ) read with Rule 7 of the Companies (Accounts) Rules, a. We have sought and obtained all the information and explanations which to the 2014. The Board of Directors of the Company are responsible for

best of our knowledge and belief were necessary for the purposes of our audit of maintenance of adequate accounting records in accordance with the the aforesaid consolidated financial statements.provisions of the Act for safeguarding of the assets of the Company and for

b. In our opinion, proper books of account as required by law relating to preparation preventing and detecting frauds and other irregularities; the selection and of the aforesaid consolidated financial statements have been kept so far as it application of appropriate accounting policies; making judgments and appears from our examination of those books and the reports of the other estimates that are reasonable and prudent; and the design, implementation auditors.and maintenance of adequate internal financial controls, that were

c. The consolidated balance sheet, the consolidated statement of profit and loss, operating effectively for ensuring the accuracy and completeness of the and the consolidated cash flow statement dealt with by this Report are in accounting records, relevant to the preparation and presentation of the agreement with the relevant books of account maintained for the purpose of financial statements that give a true and fair view and are free from preparation of the consolidated financial statements.material misstatement, whether due to fraud or error, which have been used

d. In our opinion, the aforesaid consolidated financial statements comply with the for the purpose of preparation of the consolidated financial statements by Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Directors of the Holding Company, as aforesaid.the Companies (Accounts) Rules, 2014.

Auditors’ Responsibilitye. On the basis of the written representations received from the directors of the 3. Our responsibility is to express an opinion on the consolidated financial

Holding Company as on 31 March 2017 taken on record by the Board of Directors statements based on our audit. While conducting the audit, we have taken of the Holding Company and the report of the statutory auditors of its subsidiary into account the provisions of the Act, the accounting and auditing companies incorporated in India, none of the Directors of the Group companies standards and matters which are required to be included in the audit report incorporated in India is disqualified as on 31 March 2017 from being appointed under the provisions of the Act and the Rules made thereunder.as a Director of that company in terms of sub-section 2 of Section 164 of the Act.4. We conducted our audit in accordance with the Standards on Auditing

f. With respect to the adequacy of the internal financial controls over financial specified under section 143(10) of the Act. Those standards require that we reporting of the Group and the operating effectiveness of such controls, refer to comply with ethical requirements and plan and perform the audit to obtain our separate report in Annexure A ; andreasonable assurance about whether the consolidated financial statements

g. With respect to the other matters to be included in the Auditor s Report in are free from material misstatement.accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in 5. An audit involves performing procedures to obtain audit evidence about the our opinion and to the best of our information and according to the explanations amounts and the disclosures in the consolidated financial statements. The given to us:procedures selected depend on the auditor s judgment, including the i) The Holding Company and subsidiary companies incorporated does not assessment of the risks of material misstatement of the consolidated

have any pending litigations which would impact its financial position.financial statements, whether due to fraud or error. In making those risk ii) The Holding Company and subsidiary companies did not have any long-assessments, the auditor considers internal financial control relevant to the

term contracts including derivative contracts; as such the question of Holding Company s preparation of the consolidated financial statements commenting on any material foreseeable losses thereon does not arise.that give a true and fair view in order to design audit procedures that are

iii) There has not been an occasion in case of the Holding Company and appropriate in the circumstances. An audit also includes evaluating the subsidiary companies during the year under report to transfer any sums to appropriateness of the accounting policies used and the reasonableness of the Investor Education and Protection Fund. The question of delay in the accounting estimates made by the Holding Company s Board of transferring such sums does not arise.Directors, as well as evaluating the overall presentation of the consolidated

iv) the Company has provided requisite disclosures in its financial statements financial statements.as to holdings as well as dealings in Specified Bank Notes during the period 6. We believe that the audit evidence obtained by us is sufficient and from 8 November, 2016 to 30 December, 2016 and these are in accordance appropriate to provide a basis for our audit opinion on the consolidated with the books of accounts maintained by the Company. Refer Note 30 to financial statements.the notes to account of financial statements.

OpinionFor M. Gandhi & Co.7. In our opinion and to the best of our information and according to the

Chartered Accountantexplanations given to us, the aforesaid consolidated financial statements Firm's Regn. No. 000851Sgive the information required by the Act in the manner so required and give

a true and fair view in conformity with the accounting principles generally M. Gandhi

accepted in India, of the consolidated state of affairs of the Company, as at (Proprietor)

31 March 2017, and their consolidated profit and their consolidated cash Camp: Paris (France) Membership No. 022958thflows for the year ended on that date. Date: 16 May, 2017


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30

ANNEXURE - A TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Meaning of Internal Financial Controls over Financial Reporting

Section 143 of the Companies Act, 2013 ( the Act ) A company's internal financial control over financial reporting is a process designed to In conjunction with our audit of the consolidated financial statements of the provide reasonable assurance regarding the reliability of financial reporting and the Company as of and for the year ended 31 March 2017, we have audited the preparation of financial statements for external purposes in accordance with generally internal financial controls over financial reporting of TCI Developers Limited accepted accounting principles. A company's internal financial control over financial ( the Holding Company ) and its subsidiary companies which are companies reporting includes those policies and procedures that (1) pertain to the maintenance of incorporated in India, as of that date. records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that Management’s Responsibility for Internal Financial Controlstransactions are recorded as necessary to permit preparation of financial statements in

The Respective Board of Directors of the Holding Company and its subsidiary accordance with generally accepted accounting principles, and that receipts and companies, which are companies incorporated in India, are responsible for expenditures of the company are being made only in accordance with authorisations of establishing and maintaining internal financial controls based on the internal management and directors of the company; and (3) provide reasonable assurance control over financial reporting criteria established by the Company regarding prevention or timely detection of unauthorised acquisition, use, or disposition considering the essential components of internal control stated in the Guidance of the company's assets that could have a material effect on the financial statements.Note on Audit of Internal Financial Controls over Financial Reporting issued by

Inherent Limitations of Internal Financial Controls Over Financial Reportingthe Institute of Chartered Accountants of India ( ICAI ). These responsibilities include the design, implementation and maintenance of adequate internal Because of the inherent limitations of internal financial controls over financial reporting, financial controls that were operating effectively for ensuring the orderly and including the possibility of collusion or improper management override of controls, efficient conduct of its business, including adherence to company s policies, material misstatements due to error or fraud may occur and not be detected. Also, the safeguarding of its assets, the prevention and detection of frauds and projections of any evaluation of the internal financial controls over financial reporting to errors, the accuracy and completeness of the accounting records, and the future periods are subject to the risk that the internal financial control over financial timely preparation of reliable financial information, as required under the reporting may become inadequate because of changes in conditions, or that the degree Companies Act, 2013. of compliance with the policies or procedures may deteriorate.

Auditors’ Responsibility Opinion

Our responsibility is to express an opinion on the Company's internal financial In our opinion, the Holding Company and its subsidiary companies, which are companies controls over financial reporting based on our audit. We conducted our audit in incorporated in India, have, in all material respects, an adequate internal financial accordance with the Guidance Note on Audit of Internal Financial Controls over controls system over financial reporting and such internal financial controls over Financial Reporting (the Guidance Note ) issued by ICAI and the Standards on financial reporting were operating effectively as at 31 March 2017, based on the internal Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of control over financial reporting criteria established by the Company considering the the Companies Act, 2013, to the extent applicable to an audit of internal essential components of internal control stated in the Guidance Note on Audit of Internal financial controls, both issued by the Institute of Chartered Accountants of Financial Controls Over Financial Reporting issued by the ICAI.India. Those Standards and the Guidance Note require that we comply with Other Mattersethical requirements and plan and perform the audit to obtain reasonable

Our aforesaid reports under Section 143(3)(I) of the Act on the adequacy and operating assurance about whether adequate internal financial controls over financial effectiveness of the internal financial controls over financial reporting insofar as it reporting was established and maintained and if such controls operated relates to four (4) subsidiary companies, which are companies incorporated in India, is effectively in all material respects.based on the corresponding reports of the auditors of such companies incorporated in

Our audit involves performing procedures to obtain audit evidence about the India.adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over

For M. Gandhi & Co.financial reporting included obtaining an understanding of internal financial Chartered Accountantcontrols over financial reporting, assessing the risk that a material weakness

Firm's Regn. No. 000851Sexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on

M. Gandhithe auditor s judgment, including the assessment of the risks of material (Proprietor)misstatement of the financial statements, whether due to fraud or error.

Camp: Paris (France) Membership No. 022958We believe that the audit evidence we have obtained and the audit evidence thDate: 16 May, 2017obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting.


31

STCONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2016

(Amount in `)


Stra

tegic R

eviewSta

tuto

ry Rep

orts

Fin

ancia

l Rep

orts

Notice o

f Annual

Gen

eral M

eeting

st Particulars Note No 31 March, 17


Shareholders' Funds

Share Capital 4 79,594,310 79,594,310 Reserves And Surplus 5 599,193,688 561,840,346


Minority Interest


Long Term Borrowings 6 184,037,500 176,100,000 Deferred Tax Liabilities (Net) 7 8,748,900 5,085,600 Other Long Term Liabilities 8 80,236,656 80,236,656 Long Term Provisions 9 829,548 498,574

Current Liabilities

Other Current Liabilities 10 76,786,786 53,278,629 Short Term Provisions 11 9,061,228 13,297,206

Total

II. ASSETS

Non-Current Assets

Fixed AssetsTangible Assets 12 985,088,007 898,229,966 Intangible Assets 4,250 4,250 Capital Work-In-Progress 2,035,692 102,568,883

Goodwill On Consolidation 195,915 195,915

Long Term Loans And Advances 13 14,920,535 8,172,205 Other Non-Current Assets 14 3,365,698 3,365,698

Current Assets

Inventories 15 27,915,166 27,915,166 Trade Receivables 16 3,205,837 8,580,755 Cash And Cash Equivalents 17 105,843,005 19,866,969 Short Term Loans And Advances 18 14,930,045 19,826,340

Total


st 31 March, 16

119,015,534 118,794,826

1,157,504,150 1,088,726,147

1,157,504,150 1,088,726,147








30

ANNEXURE - A TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Meaning of Internal Financial Controls over Financial Reporting

Section 143 of the Companies Act, 2013 ( the Act ) A company's internal financial control over financial reporting is a process designed to In conjunction with our audit of the consolidated financial statements of the provide reasonable assurance regarding the reliability of financial reporting and the Company as of and for the year ended 31 March 2017, we have audited the preparation of financial statements for external purposes in accordance with generally internal financial controls over financial reporting of TCI Developers Limited accepted accounting principles. A company's internal financial control over financial ( the Holding Company ) and its subsidiary companies which are companies reporting includes those policies and procedures that (1) pertain to the maintenance of incorporated in India, as of that date. records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that Management’s Responsibility for Internal Financial Controlstransactions are recorded as necessary to permit preparation of financial statements in

The Respective Board of Directors of the Holding Company and its subsidiary accordance with generally accepted accounting principles, and that receipts and companies, which are companies incorporated in India, are responsible for expenditures of the company are being made only in accordance with authorisations of establishing and maintaining internal financial controls based on the internal management and directors of the company; and (3) provide reasonable assurance control over financial reporting criteria established by the Company regarding prevention or timely detection of unauthorised acquisition, use, or disposition considering the essential components of internal control stated in the Guidance of the company's assets that could have a material effect on the financial statements.Note on Audit of Internal Financial Controls over Financial Reporting issued by

Inherent Limitations of Internal Financial Controls Over Financial Reportingthe Institute of Chartered Accountants of India ( ICAI ). These responsibilities include the design, implementation and maintenance of adequate internal Because of the inherent limitations of internal financial controls over financial reporting, financial controls that were operating effectively for ensuring the orderly and including the possibility of collusion or improper management override of controls, efficient conduct of its business, including adherence to company s policies, material misstatements due to error or fraud may occur and not be detected. Also, the safeguarding of its assets, the prevention and detection of frauds and projections of any evaluation of the internal financial controls over financial reporting to errors, the accuracy and completeness of the accounting records, and the future periods are subject to the risk that the internal financial control over financial timely preparation of reliable financial information, as required under the reporting may become inadequate because of changes in conditions, or that the degree Companies Act, 2013. of compliance with the policies or procedures may deteriorate.

Auditors’ Responsibility Opinion

Our responsibility is to express an opinion on the Company's internal financial In our opinion, the Holding Company and its subsidiary companies, which are companies controls over financial reporting based on our audit. We conducted our audit in incorporated in India, have, in all material respects, an adequate internal financial accordance with the Guidance Note on Audit of Internal Financial Controls over controls system over financial reporting and such internal financial controls over Financial Reporting (the Guidance Note ) issued by ICAI and the Standards on financial reporting were operating effectively as at 31 March 2017, based on the internal Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of control over financial reporting criteria established by the Company considering the the Companies Act, 2013, to the extent applicable to an audit of internal essential components of internal control stated in the Guidance Note on Audit of Internal financial controls, both issued by the Institute of Chartered Accountants of Financial Controls Over Financial Reporting issued by the ICAI.India. Those Standards and the Guidance Note require that we comply with Other Mattersethical requirements and plan and perform the audit to obtain reasonable

Our aforesaid reports under Section 143(3)(I) of the Act on the adequacy and operating assurance about whether adequate internal financial controls over financial effectiveness of the internal financial controls over financial reporting insofar as it reporting was established and maintained and if such controls operated relates to four (4) subsidiary companies, which are companies incorporated in India, is effectively in all material respects.based on the corresponding reports of the auditors of such companies incorporated in

Our audit involves performing procedures to obtain audit evidence about the India.adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over

For M. Gandhi & Co.financial reporting included obtaining an understanding of internal financial Chartered Accountantcontrols over financial reporting, assessing the risk that a material weakness

Firm's Regn. No. 000851Sexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on

M. Gandhithe auditor s judgment, including the assessment of the risks of material (Proprietor)misstatement of the financial statements, whether due to fraud or error.

Camp: Paris (France) Membership No. 022958We believe that the audit evidence we have obtained and the audit evidence thDate: 16 May, 2017obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting.


31

STCONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2016

(Amount in `)


tegic R

eviewSta

tuto

ry Rep

orts

Fin

ancia

l Rep

orts

Notice o

f Annual

Gen

eral M

eeting

st Particulars Note No 31 March, 17


Shareholders' Funds

Share Capital 4 79,594,310 79,594,310 Reserves And Surplus 5 599,193,688 561,840,346


Minority Interest


Long Term Borrowings 6 184,037,500 176,100,000 Deferred Tax Liabilities (Net) 7 8,748,900 5,085,600 Other Long Term Liabilities 8 80,236,656 80,236,656 Long Term Provisions 9 829,548 498,574

Current Liabilities

Other Current Liabilities 10 76,786,786 53,278,629 Short Term Provisions 11 9,061,228 13,297,206

Total

II. ASSETS

Non-Current Assets

Fixed AssetsTangible Assets 12 985,088,007 898,229,966 Intangible Assets 4,250 4,250 Capital Work-In-Progress 2,035,692 102,568,883

Goodwill On Consolidation 195,915 195,915

Long Term Loans And Advances 13 14,920,535 8,172,205 Other Non-Current Assets 14 3,365,698 3,365,698

Current Assets

Inventories 15 27,915,166 27,915,166 Trade Receivables 16 3,205,837 8,580,755 Cash And Cash Equivalents 17 105,843,005 19,866,969 Short Term Loans And Advances 18 14,930,045 19,826,340

Total


st 31 March, 16

119,015,534 118,794,826

1,157,504,150 1,088,726,147

1,157,504,150 1,088,726,147








32

STCONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2017


Note No 2016-17 2015-16

Revenue:


-Rental Income 98,181,412 89,524,887


Other Income 19 20,181,749 1,095,977

Total Revenue

Expenses:



Employee Benefits Expenses 22 20,205,198 14,102,737

Financial Cost (Interest Expense) 26,844,579 21,978,110


Other Expenses 23 14,184,109 10,905,650

Total Expenses

Profit before exceptional and extraordinary items and tax 46,199,281 32,150,791



Profit before Tax

Less: Tax Expense

Current tax 10,210,000 8,635,000

MAT credit (4,766,000) (3,606,000)

Taxes for earlier years (490,826) (1,649,371)

Deferred tax 3,663,300 4,014,400

Profit for the Year

Minority Interest (220,708) (137,972)

Net Profit / (Loss) after taxes, minority interest 37,362,099 24,618,790


(1) Basic 10.02 5.92

(2) Diluted 10.02 5.92


123,146,661 93,609,864

76,947,380 61,459,073

46,199,281 32,150,791

37,582,807 24,756,762


33

STCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2017

(Amount in `)




Depreciation 15,713,494 14,472,576 Loss/ (Profit) on Sale of Assets (15,870,880) 3,375,710 Interest paid 26,844,579 21,978,110 Interest Received (4,310,869) (1,095,977)

22,376,324 38,730,419 Operating Profit before Working Capital Changes


Trade Receivables 5,374,918 (7,678,963)Long Term Loans and Advances (1,997,330) (452,498)Short Term Loans & advances 238,326 (727,041)Other Long Term Liabilities - 21,621,896 Long Term Provisions 330,974 126,210 Other Current Liabilities 11,448,556 (3,357,773)Short Term Provisions 176,982 33,569 Cash Generation From Operations 84,148,031 80,446,610

Direct Taxes Paid (Net) (6,913,593) (9,784,814)Net Cash from Operating Activities


Acquisition of Fixed Assets (including capital work in progress) (2,321,420) (19,143,469)Sale of Fixed Assets 16,153,956 1,076,522 Interest Received 4,310,869 1,095,977 Decrease/ (Increase) in Preliminary Expenses Written Off - (2,037,240)Net Cash from Investing Activities


Interest Paid (26,844,579) (21,978,110)Dividend Paid (2,115,000) (2,115,000)Dividend Tax paid (439,329) (422,876)Long Term Borrowings from Directors/Others 60,000,000 - Repayment of Term Loan from Banks (40,002,899) (37,466,205)Net Cash from Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalent (A+B+C) 85,976,036 (10,328,605)Cash and Cash Equivalent (Opening) 19,866,969 30,195,574 Cash and Cash Equivalent (Closing)


Balances with Banks:In Current Accounts 10,119,084 4,156,686 In Deposit Accounts 95,146,446 15,049,574



The accompanying notes are an integral part of the financial statements 01-31 - -

68,575,605 70,881,210

77,234,438 70,661,796

18,143,405 (19,008,210)

(9,401,807) (61,982,191)

105,843,005 19,866,969

105,843,005 19,866,969


Stra

tegic R

eviewSta

tuto

ry Rep

orts

Fin

ancia

l Rep

orts

Notice o

f Annual

Gen

eral M

eeting















32

STCONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2017


Note No 2016-17 2015-16

Revenue:


-Rental Income 98,181,412 89,524,887


Other Income 19 20,181,749 1,095,977

Total Revenue

Expenses:



Employee Benefits Expenses 22 20,205,198 14,102,737

Financial Cost (Interest Expense) 26,844,579 21,978,110


Other Expenses 23 14,184,109 10,905,650

Total Expenses

Profit before exceptional and extraordinary items and tax 46,199,281 32,150,791



Profit before Tax

Less: Tax Expense

Current tax 10,210,000 8,635,000

MAT credit (4,766,000) (3,606,000)

Taxes for earlier years (490,826) (1,649,371)

Deferred tax 3,663,300 4,014,400

Profit for the Year

Minority Interest (220,708) (137,972)

Net Profit / (Loss) after taxes, minority interest 37,362,099 24,618,790


(1) Basic 10.02 5.92

(2) Diluted 10.02 5.92


123,146,661 93,609,864

76,947,380 61,459,073

46,199,281 32,150,791

37,582,807 24,756,762


33

STCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2017

(Amount in `)




Depreciation 15,713,494 14,472,576 Loss/ (Profit) on Sale of Assets (15,870,880) 3,375,710 Interest paid 26,844,579 21,978,110 Interest Received (4,310,869) (1,095,977)

22,376,324 38,730,419 Operating Profit before Working Capital Changes


Trade Receivables 5,374,918 (7,678,963)Long Term Loans and Advances (1,997,330) (452,498)Short Term Loans & advances 238,326 (727,041)Other Long Term Liabilities - 21,621,896 Long Term Provisions 330,974 126,210 Other Current Liabilities 11,448,556 (3,357,773)Short Term Provisions 176,982 33,569 Cash Generation From Operations 84,148,031 80,446,610

Direct Taxes Paid (Net) (6,913,593) (9,784,814)Net Cash from Operating Activities


Acquisition of Fixed Assets (including capital work in progress) (2,321,420) (19,143,469)Sale of Fixed Assets 16,153,956 1,076,522 Interest Received 4,310,869 1,095,977 Decrease/ (Increase) in Preliminary Expenses Written Off - (2,037,240)Net Cash from Investing Activities


Interest Paid (26,844,579) (21,978,110)Dividend Paid (2,115,000) (2,115,000)Dividend Tax paid (439,329) (422,876)Long Term Borrowings from Directors/Others 60,000,000 - Repayment of Term Loan from Banks (40,002,899) (37,466,205)Net Cash from Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalent (A+B+C) 85,976,036 (10,328,605)Cash and Cash Equivalent (Opening) 19,866,969 30,195,574 Cash and Cash Equivalent (Closing)





The accompanying notes are an integral part of the financial statements 01-31 - -

68,575,605 70,881,210

77,234,438 70,661,796

18,143,405 (19,008,210)

(9,401,807) (61,982,191)

105,843,005 19,866,969

105,843,005 19,866,969


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STNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2017

1. Principles of Consolidation (e) Inventory comprises Buildings under work in progress

The Consolidated Financial Statements relate to TCI DEVELOPERS LIMITED ( the i. Work-in-progress - Buildings under work in progress represents cost

Company ) and its Subsidiary Companies, and Associate Concerns ( the group ) incurred in respect of unsold area of the real estate development

(Refer Note 3 for details of the Subsidiaries, and Associates). Subsidiary projects or cost incurred on projects where the revenue is yet to be

Companies and Associate Concerns have been consolidated in accordance with recognised. Buildings shown as work-in-progress are valued at lower

the Accounting Standard as prescribed under Section 133 of the Companies Act, of cost and net realisable value based on FIFO Basis.

2013, (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the (f) The Company assesses at each Balance Sheet date whether there is any

provisions of the act (to the extend notified). The Consolidated Financial indication that any asset may be impaired and such indication exists, the

Statements have been prepared on the following basis:carrying value of such asset is reduced to its recoverable amount and a

a. In respect of Subsidiary Companies and Associate Concerns, the financial provision is made for such impairment loss in the Statement of Profit and

statements have been consolidated on a line-by-line basis by adding Loss.

together the book values of like items of assets, liabilities, income and (g) Retirement Benefits: The Company has not created any gratuity fund or

expenses, after fully eliminating intra-group balances and unrealised any other fund. However adequate provisions have been made in the

profits/ losses on intra-group transactions as per Accounting Standard – accounts for gratuity liability.

AS 21 Consolidated Financial Statements(h) Provision for tax is made for both current and deferred taxes. Provision

b. The excess of cost to the Company of its investment in subsidiary for current income tax is made on the current tax rates based on

companies is recognized in the financial statements as Goodwill, which is assessable income. The company provides for deferred tax based on the

tested for impairment on every Balance Sheet date. The excess of tax effect of timing differences resulting from the recognition of items in

Company s share of equity and reserves of the subsidiary companies over the accounts and in estimating its current tax provision. The effect on

the cost of acquisition is treated as Capital Reserve.deferred taxes of a change in tax rate is recognized in the year in which the

c. Minority Interest s in net profit/loss of the consolidated Subsidiaries for the change is effected.

year is identified and adjusted against income in order to arrive at the net MAT credit is recognised as an asset only if there is convincing evidence

income attributable to shareholders of the Company. Minorities interest in that the Company will pay normal income tax during the specified period

net asset of the consolidated Subsidiaries is identified and presented (i) Lease under which the Company assumes substantially all the risks and separately in the Consolidated Financial Statements

rewards of ownership are classified as finance leases. Such assets acquired 2. Significant Accounting Policies:

are capitalized at fair value of the asset or present value of the minimum

(a) All revenues and expenditures are generally accounted on accrual basis as lease payments at the inception of the lease, whichever is lower. Lease

they are earned or incurred. The accounts are prepared on historical cost payments under operating leases are recognized as an expense on a

basis, as a going concern and are consistent with generally accepted straight line basis in the statement of profit and loss over the lease term.

accounting principles.2.1 Significant Accounting Policies followed by Subsidiaries and Associate

(b) Fixed assets are stated at cost, less accumulated depreciation and Concerns to the extent different and unique from Parent Company:

impairment, if any. Capital work-in progress comprises of the cost of fixed TCI Infrastructure Ltd.:

assets that are not yet ready for their intended use at the reporting date. (a) Preliminary expenses incurred by the Company have been written off Intangible assets are recorded at the consideration paid for acquisition of

on the commencement of operation by the Company.such assets and are carried at cost less accumulated amortization and

impairment. (b) The Company has been allotted 9 Acres of Land at MIHAN (Nagpur

Rural District) on 99 years lease by M/s Maharashtra Airport (c) Depreciation and amortizationDevelopment Company Limited for establishing Warehousing

Tangible assets:facilities, Transport hub for air cargo and domestic cargo in the

Depreciation on tangible assets is provided on the straight-line method MIHAN SEZ. The amount spent for the same is being amortized since

over the useful lives as prescribed under Part C of Schedule II of the the commencement of the operation over the remaining period of

Companies Act 2013. Depreciation for assets purchased/sold during a lease.

period is proportionately charged.TCI Distribution Centers Ltd. & TDL Warehousing Parks Ltd.:

Intangible assets:(a) Preliminary expenses incurred by the Company shall be written off in

These are amortized as under: the year of commencement of operation by the Company.

Particular Amortization Partnership Firms viz. TCI Properties (South), TCI Properties (Guj),

TCI Properties (Delhi), TCI Properties (NCR) and TCI Warehousing Computer Software Over a period of 6 years

(MH):

(d) Investments are stated at cost. Investments intended to be held for more Depreciation is provided using the written down value method as per

than a year are classified as long term investments. Long term the useful lives of assets estimated by the management, or at the

investments are stated individually at cost less provision for diminution in rates prescribed under Income Tax Act, 1961, whichever is higher.

value, if such diminution is other than temporary.


35


3. The consolidated financial statement present the consolidated accounts of TCI developers Limited with its following Subsidiaries and Associate

Concerns:

Proportion of Ownership of Interest

Country of As on As on st Incorporation 31 March,2017

A. Subsidiaries

(a) TCI Infrastructure Ltd. India 100.00% 100.00%(b) TCI Properties (West) Ltd. India 60.00% 60.00%(c) TCI Distribution Centers Ltd. India 50.71% 50.71%(d) TDL Warehousing Parks Ltd.* India 100.00% 100.00%

B. Associate Concerns : Partnership Firm

(a) TCI Properties (Guj) India 100.00%** 100.00%**(b) TCI Properties (NCR) India 100.00%** 100.00%**(c) TCI Properties (Delhi) India 100.00%** 100.00%**(d) TCI Properties (South) India 100.00%** 100.00%**(e) TCI Warehousing (MH) India 100.00%** 100.00%***subsidiary incorporated effective from 17th April, 2015** share together with subsidiaries

st 31 March,2017

C. Disclosures mandated by Schedule III of Companies Act 2013, by way of additional information

Name of the Entities Net Assets i.e. Total Assets Share in Profit / (Loss)

Minus Total Liabilities

As a % of Amount As a % of Amount

Consolidated (` In Lacs) Consolidated (` In Lacs)

net Assets Profit / (Loss)

Parent:

TCI Developers Limited 80.08% 6,412.15 57.44% 215.90

Subsidiary:

Indian:

TCI Infrastructure Ltd. 10.38% 831.57 41.12% 154.54

TCI Properties (West) Ltd. 5.98% 479.13 2.05% 7.72

TCI Distribution Centers Ltd. 27.04% 2,165.19 -0.47% (1.77)

TDL Warehousing Parks Ltd. 0.26% 21.01 -0.14% (0.54)

Associate Partnership Firm:

TCI Properties (Guj) 1.82% 146.04 10.06% 37.80

TCI Properties (NCR) 2.81% 225.25 3.70% 13.91

TCI Properties (Delhi) 5.58% 447.00 24.57% 92.35

TCI Properties (South) 1.83% 146.51 6.08% 22.84

TCI Warehousing (MH) 3.32% 265.89 1.42% 5.35

Sub Total 11,139.74 548.10

Intercompany Elimination & Consolidation Adjustments (39.12)% (3,132.19) (45.83)% (172.25)

Grand Total 8,007.55 375.85

Minority interest in subsidiaries (1,190.16) (2.21)

Total 6,817.39 373.64



Authorised

Equity Shares of Rs. 10 each 7,000,000 70,000,000 7,000,000 70,000,000 Preference Shares of Rs. 10 each 8,000,000 80,000,000 8,000,000 80,000,000 Issued

Equity Shares of Rs. 10 each 3,729,431 37,294,310 3,729,431 37,294,310 5% Preference Shares of Rs 10 each 4,230,000 42,300,000 4,230,000 42,300,000 Subscribed & Paid up


Total 7,959,431 79,594,310 7,959,431 79,594,310

thThe Board of Directors, in its meeting on 28 May, 2016, proposed a final dividend of ̀ 0.50 /- per Preference Share and the same was approved by the shareholders at the ndAnnual General Meeting held on 2 August, 2016, this resulted in a cash outflow of ̀ 2,545,572/- including corporate dividend tax.



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1. Principles of Consolidation (e) Inventory comprises Buildings under work in progress

The Consolidated Financial Statements relate to TCI DEVELOPERS LIMITED ( the i. Work-in-progress - Buildings under work in progress represents cost

Company ) and its Subsidiary Companies, and Associate Concerns ( the group ) incurred in respect of unsold area of the real estate development

(Refer Note 3 for details of the Subsidiaries, and Associates). Subsidiary projects or cost incurred on projects where the revenue is yet to be

Companies and Associate Concerns have been consolidated in accordance with recognised. Buildings shown as work-in-progress are valued at lower

the Accounting Standard as prescribed under Section 133 of the Companies Act, of cost and net realisable value based on FIFO Basis.

2013, (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the (f) The Company assesses at each Balance Sheet date whether there is any

provisions of the act (to the extend notified). The Consolidated Financial indication that any asset may be impaired and such indication exists, the

Statements have been prepared on the following basis:carrying value of such asset is reduced to its recoverable amount and a

a. In respect of Subsidiary Companies and Associate Concerns, the financial provision is made for such impairment loss in the Statement of Profit and

statements have been consolidated on a line-by-line basis by adding Loss.

together the book values of like items of assets, liabilities, income and (g) Retirement Benefits: The Company has not created any gratuity fund or

expenses, after fully eliminating intra-group balances and unrealised any other fund. However adequate provisions have been made in the

profits/ losses on intra-group transactions as per Accounting Standard – accounts for gratuity liability.

AS 21 Consolidated Financial Statements(h) Provision for tax is made for both current and deferred taxes. Provision

b. The excess of cost to the Company of its investment in subsidiary for current income tax is made on the current tax rates based on

companies is recognized in the financial statements as Goodwill, which is assessable income. The company provides for deferred tax based on the

tested for impairment on every Balance Sheet date. The excess of tax effect of timing differences resulting from the recognition of items in

Company s share of equity and reserves of the subsidiary companies over the accounts and in estimating its current tax provision. The effect on

the cost of acquisition is treated as Capital Reserve.deferred taxes of a change in tax rate is recognized in the year in which the

c. Minority Interest s in net profit/loss of the consolidated Subsidiaries for the change is effected.

year is identified and adjusted against income in order to arrive at the net MAT credit is recognised as an asset only if there is convincing evidence

income attributable to shareholders of the Company. Minorities interest in that the Company will pay normal income tax during the specified period

net asset of the consolidated Subsidiaries is identified and presented (i) Lease under which the Company assumes substantially all the risks and separately in the Consolidated Financial Statements

rewards of ownership are classified as finance leases. Such assets acquired 2. Significant Accounting Policies:

are capitalized at fair value of the asset or present value of the minimum

(a) All revenues and expenditures are generally accounted on accrual basis as lease payments at the inception of the lease, whichever is lower. Lease

they are earned or incurred. The accounts are prepared on historical cost payments under operating leases are recognized as an expense on a

basis, as a going concern and are consistent with generally accepted straight line basis in the statement of profit and loss over the lease term.

accounting principles.2.1 Significant Accounting Policies followed by Subsidiaries and Associate

(b) Fixed assets are stated at cost, less accumulated depreciation and Concerns to the extent different and unique from Parent Company:

impairment, if any. Capital work-in progress comprises of the cost of fixed TCI Infrastructure Ltd.:

assets that are not yet ready for their intended use at the reporting date. (a) Preliminary expenses incurred by the Company have been written off Intangible assets are recorded at the consideration paid for acquisition of

on the commencement of operation by the Company.such assets and are carried at cost less accumulated amortization and

impairment. (b) The Company has been allotted 9 Acres of Land at MIHAN (Nagpur

Rural District) on 99 years lease by M/s Maharashtra Airport (c) Depreciation and amortizationDevelopment Company Limited for establishing Warehousing

Tangible assets:facilities, Transport hub for air cargo and domestic cargo in the

Depreciation on tangible assets is provided on the straight-line method MIHAN SEZ. The amount spent for the same is being amortized since

over the useful lives as prescribed under Part C of Schedule II of the the commencement of the operation over the remaining period of

Companies Act 2013. Depreciation for assets purchased/sold during a lease.

period is proportionately charged.TCI Distribution Centers Ltd. & TDL Warehousing Parks Ltd.:

Intangible assets:(a) Preliminary expenses incurred by the Company shall be written off in

These are amortized as under: the year of commencement of operation by the Company.

Particular Amortization Partnership Firms viz. TCI Properties (South), TCI Properties (Guj),

TCI Properties (Delhi), TCI Properties (NCR) and TCI Warehousing Computer Software Over a period of 6 years

(MH):

(d) Investments are stated at cost. Investments intended to be held for more Depreciation is provided using the written down value method as per

than a year are classified as long term investments. Long term the useful lives of assets estimated by the management, or at the

investments are stated individually at cost less provision for diminution in rates prescribed under Income Tax Act, 1961, whichever is higher.

value, if such diminution is other than temporary.


35


3. The consolidated financial statement present the consolidated accounts of TCI developers Limited with its following Subsidiaries and Associate

Concerns:

Proportion of Ownership of Interest

Country of As on As on st Incorporation 31 March,2017

A. Subsidiaries

(a) TCI Infrastructure Ltd. India 100.00% 100.00%(b) TCI Properties (West) Ltd. India 60.00% 60.00%(c) TCI Distribution Centers Ltd. India 50.71% 50.71%(d) TDL Warehousing Parks Ltd.* India 100.00% 100.00%

B. Associate Concerns : Partnership Firm

(a) TCI Properties (Guj) India 100.00%** 100.00%**(b) TCI Properties (NCR) India 100.00%** 100.00%**(c) TCI Properties (Delhi) India 100.00%** 100.00%**(d) TCI Properties (South) India 100.00%** 100.00%**(e) TCI Warehousing (MH) India 100.00%** 100.00%***subsidiary incorporated effective from 17th April, 2015** share together with subsidiaries

st 31 March,2017

C. Disclosures mandated by Schedule III of Companies Act 2013, by way of additional information

Name of the Entities Net Assets i.e. Total Assets Share in Profit / (Loss)

Minus Total Liabilities

As a % of Amount As a % of Amount

Consolidated (` In Lacs) Consolidated (` In Lacs)

net Assets Profit / (Loss)

Parent:

TCI Developers Limited 80.08% 6,412.15 57.44% 215.90

Subsidiary:

Indian:

TCI Infrastructure Ltd. 10.38% 831.57 41.12% 154.54

TCI Properties (West) Ltd. 5.98% 479.13 2.05% 7.72

TCI Distribution Centers Ltd. 27.04% 2,165.19 -0.47% (1.77)

TDL Warehousing Parks Ltd. 0.26% 21.01 -0.14% (0.54)

Associate Partnership Firm:

TCI Properties (Guj) 1.82% 146.04 10.06% 37.80

TCI Properties (NCR) 2.81% 225.25 3.70% 13.91

TCI Properties (Delhi) 5.58% 447.00 24.57% 92.35

TCI Properties (South) 1.83% 146.51 6.08% 22.84

TCI Warehousing (MH) 3.32% 265.89 1.42% 5.35

Sub Total 11,139.74 548.10

Intercompany Elimination & Consolidation Adjustments (39.12)% (3,132.19) (45.83)% (172.25)

Grand Total 8,007.55 375.85

Minority interest in subsidiaries (1,190.16) (2.21)

Total 6,817.39 373.64



Authorised

Equity Shares of Rs. 10 each 7,000,000 70,000,000 7,000,000 70,000,000 Preference Shares of Rs. 10 each 8,000,000 80,000,000 8,000,000 80,000,000 Issued

Equity Shares of Rs. 10 each 3,729,431 37,294,310 3,729,431 37,294,310 5% Preference Shares of Rs 10 each 4,230,000 42,300,000 4,230,000 42,300,000 Subscribed & Paid up


Total 7,959,431 79,594,310 7,959,431 79,594,310

thThe Board of Directors, in its meeting on 28 May, 2016, proposed a final dividend of ̀ 0.50 /- per Preference Share and the same was approved by the shareholders at the ndAnnual General Meeting held on 2 August, 2016, this resulted in a cash outflow of ̀ 2,545,572/- including corporate dividend tax.



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Shares outstanding at the beginning of the year 3,729,431 37,294,310 3,729,431 37,294,310 Shares Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding at the end of the year 3,729,431 37,294,310 3,729,431 37,294,310



Reconciliation of Preference Shares Outstanding




(b) Rights, preferences and restrictions attached to equity shares:



The 5% Preference Shares allotted by the company are Non-Convertiable Non-Cumulative Redeemable Preference Shares of Rs. 10/- each which are redeemable in a term not exceeding 20 years from the date of allotment and on such terms and conditions and in such manner as the Board may, deem fit.








Smt Urmila Agarwal 2,000,000 47.28% 2,000,000 47.28%Bhoruka Finance Corporation of India Ltd. 850,000 20.09% 850,000 20.09%Bhoruka International (P) Ltd. 600,000 14.18% 600,000 14.18%TCI Global Logistics Ltd. 300,000 7.09% 300,000 7.09%XPS Cargo Services Ltd. 280,000 6.62% 280,000 6.62%







Rupees Rupees

Capital Reserves

Opening Balance 484,841,685 484,841,685

(+) Additions - -

(-) Deductions - -

Closing Balance


Opening balance 76,998,661 54,925,443



(-) Tax on Dividends (8,757) (430,572)

Closing Balance

Total

484,841,685 484,841,685

114,352,003 76,998,661

599,193,688 561,840,346


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6. Long Term Borrowings 31-03-2017 As At 31-03-2016

Rupees Rupees

Secured

Term Loans from Banks (*) 82,687,500 134,750,000

Unsecured

Loans From Directors 41,350,000 41,350,000 Loans From Others 60,000,000 - (unsecured loans taken from directors & Others without any stipulation as to dates of repayment, interest charged @ 10.50% (Previous Year Nil)

Total

As At

184,037,500 176,100,000

*Security Details & Repayments terms for Term Loan

- Secured by equitable mortgage on Immovable Property owned by a Subsidiary company. Further, the loan has also been guaranteed by way of corporate guarantee given by Transport Corporation of India Limited. The Loan is repayable in Quarterly installments of amounts as mentioned in the repayment schedule commenced from March 31, 2014. Interest Rate is charged @ 10.60% p.a. effective from 9th November 2015 ( Previous rate @ 11.50% p.a.)

- Secured against cars purchased at Interest @10.00% p.a., payable in 36 equal monthly installments w.e.f. June 2013.

7. Deferred Tax Liabilities (Net) 31-03-2017 As At 31-03-2016

Rupees Rupees

Deferred Tax Liabilities 23,599,600 16,796,500 (Impact of differences between tax depreciation and depreciation charged for the financial reporting)Gross Deferred Tax liabilities

Deferred Tax Assets

(Impact of expenditures charged to the statements of profit and loss but allowable for tax purpose on payment basis)

Gross Deferred Tax Assets


Other Payables

Tenant/Security Deposits from Related Party 80,236,656 80,236,656 Total

9. Long Term Provisions


Benevalent Fund 1,905 - Gratuity 827,643 498,574

Total

10. Other Current Liabilities

Current Maturity of Long Term Debts 52,062,500 40,002,899 Tenant/ Security Deposits from Related Party 8,823,997 10,211,997 Tenant/ Security Deposits from Others 200,000 200,000 Sundry Creditors 273,683 489,510 Retention Money 85,108 439,643 Interest Due but not paid 8,815,100 - Unpaid Dividends 126,416 126,661 Unpaid Fractional Share Entitlements 445,191 445,712 Withholding and Other Taxes Payable 1,679,085 521,552 Other Liabilities 4,275,706 840,655

Total

11. Short Term Provisions


OthersProposed Dividend - 2,115,000 Tax on Dividend - 430,572 Taxation 8,437,615 10,305,003

Total

As At

23,599,600 16,796,500

(14,850,700) (11,710,900)

8,748,900 5,085,600

80,236,656 80,236,656

829,548 498,574

76,786,786 53,278,629

9,061,228 13,297,206

(14,850,700) (11,710,900)

8. Other Long Term Liabilities


STNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2017STNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2017

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Reconciliation of Preference Shares Outstanding




(b) Rights, preferences and restrictions attached to equity shares:



The 5% Preference Shares allotted by the company are Non-Convertiable Non-Cumulative Redeemable Preference Shares of Rs. 10/- each which are redeemable in a term not exceeding 20 years from the date of allotment and on such terms and conditions and in such manner as the Board may, deem fit.








Smt Urmila Agarwal 2,000,000 47.28% 2,000,000 47.28%Bhoruka Finance Corporation of India Ltd. 850,000 20.09% 850,000 20.09%Bhoruka International (P) Ltd. 600,000 14.18% 600,000 14.18%TCI Global Logistics Ltd. 300,000 7.09% 300,000 7.09%XPS Cargo Services Ltd. 280,000 6.62% 280,000 6.62%







Rupees Rupees

Capital Reserves

Opening Balance 484,841,685 484,841,685

(+) Additions - -

(-) Deductions - -

Closing Balance


Opening balance 76,998,661 54,925,443



(-) Tax on Dividends (8,757) (430,572)

Closing Balance

Total

484,841,685 484,841,685

114,352,003 76,998,661

599,193,688 561,840,346


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6. Long Term Borrowings 31-03-2017 As At 31-03-2016

Rupees Rupees

Secured

Term Loans from Banks (*) 82,687,500 134,750,000

Unsecured

Loans From Directors 41,350,000 41,350,000 Loans From Others 60,000,000 - (unsecured loans taken from directors & Others without any stipulation as to dates of repayment, interest charged @ 10.50% (Previous Year Nil)

Total

As At

184,037,500 176,100,000

*Security Details & Repayments terms for Term Loan

- Secured by equitable mortgage on Immovable Property owned by a Subsidiary company. Further, the loan has also been guaranteed by way of corporate guarantee given by Transport Corporation of India Limited. The Loan is repayable in Quarterly installments of amounts as mentioned in the repayment schedule commenced from March 31, 2014. Interest Rate is charged @ 10.60% p.a. effective from 9th November 2015 ( Previous rate @ 11.50% p.a.)

- Secured against cars purchased at Interest @10.00% p.a., payable in 36 equal monthly installments w.e.f. June 2013.

7. Deferred Tax Liabilities (Net) 31-03-2017 As At 31-03-2016

Rupees Rupees

Deferred Tax Liabilities 23,599,600 16,796,500 (Impact of differences between tax depreciation and depreciation charged for the financial reporting)Gross Deferred Tax liabilities

Deferred Tax Assets

(Impact of expenditures charged to the statements of profit and loss but allowable for tax purpose on payment basis)

Gross Deferred Tax Assets


Other Payables

Tenant/Security Deposits from Related Party 80,236,656 80,236,656 Total

9. Long Term Provisions


Benevalent Fund 1,905 - Gratuity 827,643 498,574

Total

10. Other Current Liabilities

Current Maturity of Long Term Debts 52,062,500 40,002,899 Tenant/ Security Deposits from Related Party 8,823,997 10,211,997 Tenant/ Security Deposits from Others 200,000 200,000 Sundry Creditors 273,683 489,510 Retention Money 85,108 439,643 Interest Due but not paid 8,815,100 - Unpaid Dividends 126,416 126,661 Unpaid Fractional Share Entitlements 445,191 445,712 Withholding and Other Taxes Payable 1,679,085 521,552 Other Liabilities 4,275,706 840,655

Total

11. Short Term Provisions


OthersProposed Dividend - 2,115,000 Tax on Dividend - 430,572 Taxation 8,437,615 10,305,003

Total

As At

23,599,600 16,796,500

(14,850,700) (11,710,900)

8,748,900 5,085,600

80,236,656 80,236,656

829,548 498,574

76,786,786 53,278,629

9,061,228 13,297,206

(14,850,700) (11,710,900)

8. Other Long Term Liabilities



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12. Fixed Assets

Description of Assets AT COST DEPRECIATION

As at Additions Deduction Upto For Adjustment

01.04.2016 during during Balances 31.03.2016 the year on Total 31 March 31 March

the year the year deductions 2017 2016

Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

A) Tangible Assets

Land* 593,042,398 356,283 283,076 593,115,605 2,396,160 1,198,080 - 3,594,240 589,521,365 590,646,238 Buildings 307,992,418 100,877,617 - 408,870,035 30,134,172 11,375,595 - 41,509,767 367,360,268 277,858,246 Motor Cars 2,548,821 - - 2,548,821 997,580 387,811 - 1,385,391 1,163,430 1,551,241 Computers 93,406 - - 93,406 88,736 - - 88,736 4,670 4,670 Furniture & Fittings 261,277 - - 261,277 130,888 32,599 - 163,487 97,790 130,389 Electrical Installation 11,687,621 - - 11,687,621 2,508,158 1,191,734 - 3,699,892 7,987,729 9,179,463 & Equipments Telephone Equipments 66,101 - - 66,101 62,796 - - 62,796 3,305 3,305 Office Equipments 36,286 - - 36,286 34,471 - - 34,471 1,815 1,815 Plant & Machinery 21,699,611 1,620,711 - 23,320,322 2,845,012 1,527,675 - 4,372,687 18,947,635 18,854,599

B) Intangible Assets

Computer Software 85,000 - - 85,000 80,750 - - 80,750 4,250 4,250

C) Capital Work-in-Progress: - Building under construction 102,568,883 1,965,137 102,498,328 2,035,692 - - - - 2,035,692 102,568,883 TOTAL 1,040,081,822 104,819,748 102,781,404 1,042,120,166 39,278,723 15,713,494 - 54,992,217 987,127,949 1,000,803,099 Previous Year 1,025,390,585 19,143,469 4,452,232 1,040,081,822 24,806,147 14,472,576 - 39,278,723 1,000,803,099 1,000,584,438 * includes Leasehold land

NET BLOCK

13. Long-term Loans and Advances 31-03-2017 As At 31-03-2016

Rupees Rupees

Capital Advance 3,041,235 1,041,235 Security Deposits 1,909,745 1,912,415 MAT Credit Entitlement 9,969,555 5,218,555

Total

14. Other Non Current Assets

OtherPreliminary Expenses to be written Off 3,365,698 3,365,698

Total

15. Inventories

Buildings under work in progress (at lower of cost and net realisable value)Land & Building transferred from Fixed Assets* 2,098,855 2,098,855 Construction Costs 25,816,311 25,816,311

Total

16. Trade Receivables

Unsecured


b) Others: Considered good 3,205,837 8,580,755 Total



Cheques on hand - - Cash on Hand 5,868 88,336 Earmarked Balances with Banks:

Against Unpaid Dividend 126,416 126,661 Against Fractional Share Entitiltments 445,191 445,712

Total

As At

14,920,535 8,172,205

3,365,698 3,365,698

27,915,166 27,915,166

3,205,837 8,580,755

105,843,005 19,866,969

14,930,045 19,826,340



Unsecured, considered good :MAT Credit Entitlement 13,241 54,000 Tax Deducted at Source 13,309,315 17,826,525 Balances with Service Tax and Income Tax Authorities 769,024 453,894 Other Advances 838,465 1,491,921

Total




2016-17 2015-16


Income:

Rent Received Associates 98,181,412 89,524,887Project Management Services Associates 4,783,500 2,989,000Expense:

Rent Expense Associates 1,455,120 267,900Interest Key Management Personnel 4,341,750 ---

39


a. List of Related Parties:I. Associates:

· Transport Corporation of India Ltd. · Bhoruka Finance Corporation of India Ltd. · Bhoruka International Pvt. Ltd· TCI Global Logistics Ltd. · XPS Cargo Services Ltd. · TCI Express Limited

ii. Key Management Personnel:· Mr. D P Agarwal · Mr. Vineet Agarwal · Mr. Chander Agarwal· Mr. N K Baranwal · Mr. Rajesh Dhyani • Mr Rupesh Kumar* · Mr. Vinay Gujral**

st *joined the Organization as 1 June, 2016 ** Left the Organization as on 31 May, 2016iii. Other Related Parties:

• Mrs. Urmila Agarwal • Mrs. Priyanka Agarwal • Master Vihaan Agarwal • Dharmpal & Sons (HUF)

st

19. Other Income 31-03-2017 As At 31-03-2016

Rupees Rupees

Profit on Sale of Assets (refer note no 26) 15,870,880 - Interest Income 4,310,869 1,095,977 Dividend Income - -

Total


Land & Building transferred from Fixed Assets - - Construction Costs - -

Total



Total


Salaries and Incentives 18,732,705 12,932,212 Contribution to provident and other fund 1,007,654 784,116 Gratuity 329,069 128,720 Staff Welfare Expenses 135,770 257,689

Total

23. Other Expenses

Rates and Taxes 2,106,387 1,707,186 Rent 1,462,396 267,900 Electricity 28,184 40,890 Telephone Expenses 14,050 14,349 Printing And Stationery 309,060 184,143 Travelling And Conveyance Expenses 4,063,305 2,017,367 Legal Expenses 110,605 147,795 Postage And Telegram 579,791 338,251 Advertisement Expenses 96,766 138,265 Building Maintenance Expenses 1,202,644 178,818 Car Maintenance Expenses 243,392 205,461 Consultancy And Professional Charges 1,759,848 330,440 Loss on Sale of Assets (refer note no 27) - 3,375,710 Office Maintenance Expenses 1,029,573 836,689 Subscription 481,303 370,146 Filling Fees 142,333 147,835 Miscellaneous Expenses 62,233 82,949 Directors Fees 84,420 82,000 Insurance 223,719 232,671 Remuneration To Auditors

Audit Fees 116,600 111,750 Tax Audit Fees 32,500 30,000 Other Services 35,000 65,035

Total

As At

20,181,749 1,095,977

- -

- -

20,205,198 14,102,737

14,184,109 10,905,650



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12. Fixed Assets

Description of Assets AT COST DEPRECIATION

As at Additions Deduction Upto For Adjustment

01.04.2016 during during Balances 31.03.2016 the year on Total 31 March 31 March

the year the year deductions 2017 2016

Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

A) Tangible Assets

Land* 593,042,398 356,283 283,076 593,115,605 2,396,160 1,198,080 - 3,594,240 589,521,365 590,646,238 Buildings 307,992,418 100,877,617 - 408,870,035 30,134,172 11,375,595 - 41,509,767 367,360,268 277,858,246 Motor Cars 2,548,821 - - 2,548,821 997,580 387,811 - 1,385,391 1,163,430 1,551,241 Computers 93,406 - - 93,406 88,736 - - 88,736 4,670 4,670 Furniture & Fittings 261,277 - - 261,277 130,888 32,599 - 163,487 97,790 130,389 Electrical Installation 11,687,621 - - 11,687,621 2,508,158 1,191,734 - 3,699,892 7,987,729 9,179,463 & Equipments Telephone Equipments 66,101 - - 66,101 62,796 - - 62,796 3,305 3,305 Office Equipments 36,286 - - 36,286 34,471 - - 34,471 1,815 1,815 Plant & Machinery 21,699,611 1,620,711 - 23,320,322 2,845,012 1,527,675 - 4,372,687 18,947,635 18,854,599

B) Intangible Assets

Computer Software 85,000 - - 85,000 80,750 - - 80,750 4,250 4,250

C) Capital Work-in-Progress: - Building under construction 102,568,883 1,965,137 102,498,328 2,035,692 - - - - 2,035,692 102,568,883 TOTAL 1,040,081,822 104,819,748 102,781,404 1,042,120,166 39,278,723 15,713,494 - 54,992,217 987,127,949 1,000,803,099 Previous Year 1,025,390,585 19,143,469 4,452,232 1,040,081,822 24,806,147 14,472,576 - 39,278,723 1,000,803,099 1,000,584,438 * includes Leasehold land

NET BLOCK

13. Long-term Loans and Advances 31-03-2017 As At 31-03-2016

Rupees Rupees

Capital Advance 3,041,235 1,041,235 Security Deposits 1,909,745 1,912,415 MAT Credit Entitlement 9,969,555 5,218,555

Total

14. Other Non Current Assets

OtherPreliminary Expenses to be written Off 3,365,698 3,365,698

Total

15. Inventories

Buildings under work in progress (at lower of cost and net realisable value)Land & Building transferred from Fixed Assets* 2,098,855 2,098,855 Construction Costs 25,816,311 25,816,311

Total

16. Trade Receivables

Unsecured


b) Others: Considered good 3,205,837 8,580,755 Total



Cheques on hand - - Cash on Hand 5,868 88,336 Earmarked Balances with Banks:

Against Unpaid Dividend 126,416 126,661 Against Fractional Share Entitiltments 445,191 445,712

Total

As At

14,920,535 8,172,205

3,365,698 3,365,698

27,915,166 27,915,166

3,205,837 8,580,755

105,843,005 19,866,969

14,930,045 19,826,340



Unsecured, considered good :MAT Credit Entitlement 13,241 54,000 Tax Deducted at Source 13,309,315 17,826,525 Balances with Service Tax and Income Tax Authorities 769,024 453,894 Other Advances 838,465 1,491,921

Total




2016-17 2015-16


Income:

Rent Received Associates 98,181,412 89,524,887Project Management Services Associates 4,783,500 2,989,000Expense:

Rent Expense Associates 1,455,120 267,900Interest Key Management Personnel 4,341,750 ---

39


a. List of Related Parties:I. Associates:

· Transport Corporation of India Ltd. · Bhoruka Finance Corporation of India Ltd. · Bhoruka International Pvt. Ltd· TCI Global Logistics Ltd. · XPS Cargo Services Ltd. · TCI Express Limited

ii. Key Management Personnel:· Mr. D P Agarwal · Mr. Vineet Agarwal · Mr. Chander Agarwal· Mr. N K Baranwal · Mr. Rajesh Dhyani • Mr Rupesh Kumar* · Mr. Vinay Gujral**

st *joined the Organization as 1 June, 2016 ** Left the Organization as on 31 May, 2016iii. Other Related Parties:

• Mrs. Urmila Agarwal • Mrs. Priyanka Agarwal • Master Vihaan Agarwal • Dharmpal & Sons (HUF)

st

19. Other Income 31-03-2017 As At 31-03-2016

Rupees Rupees

Profit on Sale of Assets (refer note no 26) 15,870,880 - Interest Income 4,310,869 1,095,977 Dividend Income - -

Total


Land & Building transferred from Fixed Assets - - Construction Costs - -

Total



Total


Salaries and Incentives 18,732,705 12,932,212 Contribution to provident and other fund 1,007,654 784,116 Gratuity 329,069 128,720 Staff Welfare Expenses 135,770 257,689

Total

23. Other Expenses

Rates and Taxes 2,106,387 1,707,186 Rent 1,462,396 267,900 Electricity 28,184 40,890 Telephone Expenses 14,050 14,349 Printing And Stationery 309,060 184,143 Travelling And Conveyance Expenses 4,063,305 2,017,367 Legal Expenses 110,605 147,795 Postage And Telegram 579,791 338,251 Advertisement Expenses 96,766 138,265 Building Maintenance Expenses 1,202,644 178,818 Car Maintenance Expenses 243,392 205,461 Consultancy And Professional Charges 1,759,848 330,440 Loss on Sale of Assets (refer note no 27) - 3,375,710 Office Maintenance Expenses 1,029,573 836,689 Subscription 481,303 370,146 Filling Fees 142,333 147,835 Miscellaneous Expenses 62,233 82,949 Directors Fees 84,420 82,000 Insurance 223,719 232,671 Remuneration To Auditors

Audit Fees 116,600 111,750 Tax Audit Fees 32,500 30,000 Other Services 35,000 65,035

Total

As At

20,181,749 1,095,977

- -

- -

20,205,198 14,102,737

14,184,109 10,905,650



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41

NOTICE OF ANNUAL GENERAL MEETING


thNOTICE is hereby given that the 9 Annual General Meeting of the Company will be stheld on Tuesday, 1 August, 2017 at 10.30 a.m. at Salon II & III, Basement 1, Park

Hyatt Hyderabad, Road No 2, Banjara Hills, Hyderabad – 500034, Telangana, to transact the following businesses:

Ordinary Business:

1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2017 & the report of the Board of Director s and Auditor s thereon.

2. To declare Dividend on Preference Shares for the Financial Year 2016-17, if any.

3. To appoint a Director in place of Mr. Chander Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

4. To consider and appoint M/s Luharuka & Associates, in place of M/s M Gandhi & Co., the retiring the Statutory Auditors, to hold office from the

thconclusion of this Annual General Meeting until conclusion of the 14 Annual General Meeting and to fix their remuneration.

To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:

RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s Luharuka & Associates, Chartered Accountants (Firm Registration No. 01882S), be and is hereby appointed as Statutory Auditors of the Company in place of retiring auditors, M/s. M Gandhi & Co., Chartered Accountants, to hold office from the conclusion

thof this Annual General Meeting (AGM) till the conclusion of the 14 AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Special Business:

5. To consider and if thought fit, to pass with or without

modification(s) the following resolution as a Special Resolution:

RESOLVED THAT pursuant to provisions of Section 20 of the Companies Act, 2013 and other applicable provisions, if any, of the said Act and relevant rules prescribed there under, whereby a document may be served on any member by the company by sending it to him by post or by registered post or by speed post or by courier or by delivering to his office or address, or by such electronic or other mode as may be prescribed, the consent of the company be and is hereby accorded to charge from the member the fee in advance equivalent to the estimated actual expenses of delivery of the documents, pursuant to any request made by the shareholder for delivery of such document to him, through a particular mode of services mentioned above provided such request along with requisite fee has been duly received by the company at least one week in advance of the dispatch of document by the company and that no such request shall be entertained by the company post the dispatch of such document by the company to the shareholder. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, directors or key managerial personnel of the Company be and are hereby severally authorized to do all acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further to do all acts, deeds matters and things as may be necessary, proper or desirable or expedient to give effect to the above resolution.

Place: Gurugram By Order of the Board

Date: May 16, 2017 For TCI Developers Limited

Rupesh Kumar

Company Secretary & Compliance Officer

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, ON A POLL, INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORM, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING. A PROXY FORM IS ENCLOSED FOR THIS PURPOSE.

2. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. An Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 is annexed to and forms part of this Notice.

4. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.

5. In terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, additional information on directors recommended for appointment/re-appointment at the Annual General Meeting and directors liable to retire by rotation and seeking re-election is contained in the Statement annexed to Notice.

6. Register of members and share transfer books of the Company will thremain closed from 27 July, 2017 to (both days

inclusive). The book closure dates have been fixed in consultation with the Stock Exchanges.

7. Members who are holding shares in physical form are requested to notify the change in their respective addresses or Bank details to the Company and always quote their Folio Numbers in all correspondence with the Company. Those holding shares in electronic form are requested to notify any change in addresses or Bank details to their respective Depository Participants.

8. Members who are still holding shares in physical form are advised to dematerialize their shareholding to avail of the benefits of dematerialization.

9. Non-resident Indian members are requested to inform Company on:a. the change in the residential status on return to India for permanent

settlement, andb. the particulars of the bank accounts maintained in India with

complete name of Bank, branch, account type, account number and address of the bank, if not furnished earlier.

10. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) for securities market transactions and off market/private transactions involving transfer of shares of listed companies in physical form. Therefore, it shall be mandatory for the transferee(s) to furnish a copy of the PAN card to M/s. Karvy Computershare Pvt Ltd for registration of such transfers. Members/Investors are therefore requested to make note of the same and submit their PAN card copy to M/s. Karvy Computershares Pvt Ltd.

11. Pursuant to Section 72 of the Companies Act, 2013, individual shareholders holding shares in the Company singly or jointly, may nominate an individual to whom all the rights in the Shares in the Company shall vest in the event of death of the sole/all joint shareholders.

12. The members are requested to address all their communications to Karvy Computershare Pvt Ltd., Karvy Selenium Tower B, Plot Number 31 and 32, Financial Discrict, Gachibowli, Hyderabad-500032, the common agency to handle electronic connectivity and the shares in physical mode or at the Corporate Office of the Company for prompt redressal.

13. Voting through electronic means:I. Pursuant to the provisions of Section 108 and other applicable

provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ( remote e-voting ).

II. The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

III. The Company has engaged the services of Karvy Computershare Private Limited ( Karvy ) as the Agency to provide e-voting facility.

st1 August, 2017


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Net Profit after Tax 37,362,099 24,618,790(-)Proposed Dividend on Preference Shares -- (2,115,000)(-) Tax on above Dividend -- (430,572)Net Profit after Tax available for equity share holders - For Basic and Diluted EPS Rupees. 37,362,099 22,073,218Weighted Average No. of Equity Shares For Basic EPS Nos. 3,729,431 3,729,431Weighted Average No. of Equity Shares For Diluted EPS Nos. 3,729,431 3,729,431Nominal Value of Equity Shares Rupees. 10 10Basic Earnings Per Equity Share Rupees. 10.02 5.92Diluted Earnings Per Equity Share Rupees. 10.02 5.92

29. Contingent Liabilities and Commitments (to the extent not provided for) As at 31-03-2017 As at 31-03-2016

Rupees Rupees

Contingent Liabilitie Commitments: - -Estimated amount of contracts remaining to be executed for Project in Progress - -

30. DISCLOSURE ON SPECIFIED BANK NOTES (SBNs)


Particulars SBNs* Other Total

denomination notes

Closing cash in hand as on November 8, 2016 30,000 52,209 82,171 (+) Permitted receipts - 100,000 100,000 (-) Permitted payments - 95,966 95,966 (-) Amount deposited in Banks 30,000 - 30,000 Closing cash in hand as on December 30, 2016 - 56,243 56,205 * For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning as provided in the notification of the Government of India, in the Ministry of Finance,

thDepartment of Economic Affairs number S.O. 3407(E), dated the 8 November, 2016.




2016-17 2015-16

Associates 5,452,808 ---Remuneration Key Management Personnel 7,194,728 6,497,031Finance & Investments

Security Deposits Refunded Associates 1,388,000 ---Security Deposits Taken Associates --- 21,621,896Balances as at the end of period 31st March 2017 31st March 2016

Assets:

Trade receivables Associates 3,205,837 8,580,755Liabilities:

Loans Taken Key Management Personnel 41,350,000 41,350,000Interest Due but not paid Key Management Personnel 3,907,575 –

Associates 4,907,525 –Security Deposits Taken Associates 89,060,653 90,448,653


26. During the year 2015-16, the company had received Rs. 16,153,956/- towards compensation from the Government Authorities against part of a land acquired for highway road widening, the proportionate book value of such land being Rs. 283,076/-. The resultant profit of Rs. 15,870,880/- has been accounted for as a Profit on Sale of Assets.

27. During the Previous year 2015-16, the company had received Rs. 1,076,522 /- from the Government Authorities towards compensation against part of a land acquired for highway road widening, the proportionate book value of such land being Rs. 4,452,232/-. The resultant loss of Rs. 3,375,710 /- was accounted for as a Loss on Sale of Assets. The company also made a representation to the Government Authorities for enhancement in such compensation. However any further compensation shall be treated as capital gain, as and when received.

40



41

NOTICE OF ANNUAL GENERAL MEETING


thNOTICE is hereby given that the 9 Annual General Meeting of the Company will be stheld on Tuesday, 1 August, 2017 at 10.30 a.m. at Salon II & III, Basement 1, Park

Hyatt Hyderabad, Road No 2, Banjara Hills, Hyderabad – 500034, Telangana, to transact the following businesses:

Ordinary Business:

1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2017 & the report of the Board of Director s and Auditor s thereon.

2. To declare Dividend on Preference Shares for the Financial Year 2016-17, if any.

3. To appoint a Director in place of Mr. Chander Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

4. To consider and appoint M/s Luharuka & Associates, in place of M/s M Gandhi & Co., the retiring the Statutory Auditors, to hold office from the

thconclusion of this Annual General Meeting until conclusion of the 14 Annual General Meeting and to fix their remuneration.

To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:

RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s Luharuka & Associates, Chartered Accountants (Firm Registration No. 01882S), be and is hereby appointed as Statutory Auditors of the Company in place of retiring auditors, M/s. M Gandhi & Co., Chartered Accountants, to hold office from the conclusion

thof this Annual General Meeting (AGM) till the conclusion of the 14 AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Special Business:

5. To consider and if thought fit, to pass with or without

modification(s) the following resolution as a Special Resolution:

RESOLVED THAT pursuant to provisions of Section 20 of the Companies Act, 2013 and other applicable provisions, if any, of the said Act and relevant rules prescribed there under, whereby a document may be served on any member by the company by sending it to him by post or by registered post or by speed post or by courier or by delivering to his office or address, or by such electronic or other mode as may be prescribed, the consent of the company be and is hereby accorded to charge from the member the fee in advance equivalent to the estimated actual expenses of delivery of the documents, pursuant to any request made by the shareholder for delivery of such document to him, through a particular mode of services mentioned above provided such request along with requisite fee has been duly received by the company at least one week in advance of the dispatch of document by the company and that no such request shall be entertained by the company post the dispatch of such document by the company to the shareholder. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, directors or key managerial personnel of the Company be and are hereby severally authorized to do all acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further to do all acts, deeds matters and things as may be necessary, proper or desirable or expedient to give effect to the above resolution.

Place: Gurugram By Order of the Board

Date: May 16, 2017 For TCI Developers Limited

Rupesh Kumar

Company Secretary & Compliance Officer

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, ON A POLL, INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORM, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING. A PROXY FORM IS ENCLOSED FOR THIS PURPOSE.

2. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. An Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 is annexed to and forms part of this Notice.

4. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.

5. In terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, additional information on directors recommended for appointment/re-appointment at the Annual General Meeting and directors liable to retire by rotation and seeking re-election is contained in the Statement annexed to Notice.

6. Register of members and share transfer books of the Company will thremain closed from 27 July, 2017 to (both days

inclusive). The book closure dates have been fixed in consultation with the Stock Exchanges.

7. Members who are holding shares in physical form are requested to notify the change in their respective addresses or Bank details to the Company and always quote their Folio Numbers in all correspondence with the Company. Those holding shares in electronic form are requested to notify any change in addresses or Bank details to their respective Depository Participants.

8. Members who are still holding shares in physical form are advised to dematerialize their shareholding to avail of the benefits of dematerialization.

9. Non-resident Indian members are requested to inform Company on:a. the change in the residential status on return to India for permanent

settlement, andb. the particulars of the bank accounts maintained in India with

complete name of Bank, branch, account type, account number and address of the bank, if not furnished earlier.

10. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) for securities market transactions and off market/private transactions involving transfer of shares of listed companies in physical form. Therefore, it shall be mandatory for the transferee(s) to furnish a copy of the PAN card to M/s. Karvy Computershare Pvt Ltd for registration of such transfers. Members/Investors are therefore requested to make note of the same and submit their PAN card copy to M/s. Karvy Computershares Pvt Ltd.

11. Pursuant to Section 72 of the Companies Act, 2013, individual shareholders holding shares in the Company singly or jointly, may nominate an individual to whom all the rights in the Shares in the Company shall vest in the event of death of the sole/all joint shareholders.

12. The members are requested to address all their communications to Karvy Computershare Pvt Ltd., Karvy Selenium Tower B, Plot Number 31 and 32, Financial Discrict, Gachibowli, Hyderabad-500032, the common agency to handle electronic connectivity and the shares in physical mode or at the Corporate Office of the Company for prompt redressal.

13. Voting through electronic means:I. Pursuant to the provisions of Section 108 and other applicable

provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ( remote e-voting ).

II. The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

III. The Company has engaged the services of Karvy Computershare Private Limited ( Karvy ) as the Agency to provide e-voting facility.

st1 August, 2017


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Net Profit after Tax 37,362,099 24,618,790(-)Proposed Dividend on Preference Shares -- (2,115,000)(-) Tax on above Dividend -- (430,572)Net Profit after Tax available for equity share holders - For Basic and Diluted EPS Rupees. 37,362,099 22,073,218Weighted Average No. of Equity Shares For Basic EPS Nos. 3,729,431 3,729,431Weighted Average No. of Equity Shares For Diluted EPS Nos. 3,729,431 3,729,431Nominal Value of Equity Shares Rupees. 10 10Basic Earnings Per Equity Share Rupees. 10.02 5.92Diluted Earnings Per Equity Share Rupees. 10.02 5.92

29. Contingent Liabilities and Commitments (to the extent not provided for) As at 31-03-2017 As at 31-03-2016

Rupees Rupees

Contingent Liabilitie Commitments: - -Estimated amount of contracts remaining to be executed for Project in Progress - -

30. DISCLOSURE ON SPECIFIED BANK NOTES (SBNs)


Particulars SBNs* Other Total

denomination notes

Closing cash in hand as on November 8, 2016 30,000 52,209 82,171 (+) Permitted receipts - 100,000 100,000 (-) Permitted payments - 95,966 95,966 (-) Amount deposited in Banks 30,000 - 30,000 Closing cash in hand as on December 30, 2016 - 56,243 56,205 * For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning as provided in the notification of the Government of India, in the Ministry of Finance,

thDepartment of Economic Affairs number S.O. 3407(E), dated the 8 November, 2016.




2016-17 2015-16

Associates 5,452,808 ---Remuneration Key Management Personnel 7,194,728 6,497,031Finance & Investments

Security Deposits Refunded Associates 1,388,000 ---Security Deposits Taken Associates --- 21,621,896Balances as at the end of period 31st March 2017 31st March 2016

Assets:

Trade receivables Associates 3,205,837 8,580,755Liabilities:

Loans Taken Key Management Personnel 41,350,000 41,350,000Interest Due but not paid Key Management Personnel 3,907,575 –

Associates 4,907,525 –Security Deposits Taken Associates 89,060,653 90,448,653


26. During the year 2015-16, the company had received Rs. 16,153,956/- towards compensation from the Government Authorities against part of a land acquired for highway road widening, the proportionate book value of such land being Rs. 283,076/-. The resultant profit of Rs. 15,870,880/- has been accounted for as a Profit on Sale of Assets.

27. During the Previous year 2015-16, the company had received Rs. 1,076,522 /- from the Government Authorities towards compensation against part of a land acquired for highway road widening, the proportionate book value of such land being Rs. 4,452,232/-. The resultant loss of Rs. 3,375,710 /- was accounted for as a Loss on Sale of Assets. The company also made a representation to the Government Authorities for enhancement in such compensation. However any further compensation shall be treated as capital gain, as and when received.

IV. The Board of Directors of the Company has appointed Mr. V K Bajaj, a Practicing Company Secretary (CP No.: 5827) as Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

V. Voting rights shall be reckoned on the paid- up value of shares registered in the name of the member/ beneficial owner (In case of electronic

th shareholding) as on the cut-off date i.e. Wednesday, 26 July, 2017. VI. A person, whose name is recorded in the register of members or in the

register of beneficial owners maintained by the depositories as on the cut-thoff date, i.e 26 July, 2017 only, shall be entitled to avail the facility of

remote e-voting. VII. Any person who becomes a member of the Company after dispatch of the

thNotice of the Meeting and holding shares as on the cut-off date i.e. 26 July, 2017, may obtain the User ID and password in the manner as mentioned below: (a) If the mobile number of the member is registered against Folio No. /

DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+ Folio No. or DP ID Client ID to 1-800-3454-001 Example for NSDL: MYEPWD<space>In12345612345678 Example for CDSL: MYEPWD<space> 1402345612345678Example for Physical: MYEPWD<space> XXXX1234567890

(b) If e-mail address or mobile number of the member is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.karvy.com , the member may click Forgot Password and enter Folio No. or DP ID Client ID and PAN to generate a password.

(c) Member may call Karvy s toll free number 1-800-3454-001. (d) Members may send an e-mail request to [email protected].

VIII. If the member is already registered with Karvy e-voting platform then he can use his existing User ID and password for casting the vote through remote e-voting. The remote e-voting facility will be available during the following period:Commencement of remote e-voting: From 10.00 a.m. (IST) on Saturday,

th29 July, 2017.stEnd of remote e-voting: Upto 5.00 p.m. (IST) on Monday, 31 July, 2017.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by Karvy upon expiry of aforesaid period.

IX. The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will make a consolidated scrutinizer s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer s report shall be placed on the website of the Company www.tcidevelopers.com and on the website of Karvy https://evoting.karvy.com. The results shall simultaneously be communicated to the Stock Exchanges.

X. Subject to receipt of requisite number of votes, the Resolutions shall be stdeemed to be passed on the date of the Meeting, i.e. 1 August, 2017.

XI. Instructions and other information relating to remote e-voting: A. Shareholders of the Company holding shares either in physical form

or in dematerialized form, as on the record date, may cast their vote electronically. a) Launch internet browser by t yp ing the URL :

https://evoting.karvy.com.b) Enter the login credentials (i.e. User ID and password) which will

be sent separately. The E-Voting Event Number, Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote. If required, please visit https://evoting.karvy.com or contact toll free number 1-800- 3454-001 for your existing password.

c) After entering these details appropriately, click on LOGIN .

d) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a- z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

e) You need to login again with the new credentials. f) On successful login, the system will prompt you to select the E-

Voting Event Number for TCI Developers Limited.g) On the voting page enter the number of shares (which

represents the number of votes) as on the cut-off date under FOR/ AGAINST or alternatively, you may partially enter any

number in FOR and partially in AGAINST but the total number in FOR/ AGAINST taken together should not exceed your total shareholding as on the cut- off date. You may also choose the option ABSTAIN and the shares held will not be counted under either head.

h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

j. You may then cast your vote by selecting an appropriate option and click on Submit .

k) A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to

modify your vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).

l) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Power of Attorney/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: [email protected]. They may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format Corporate Name_EVENT NO.

B. In case a member receives physical copy of the Notice by Post [for members whose e-mail addresses are not registered with the Company / Depository Participant(s)]: a) User ID and initial password - These will be provided at the

bottom of the Attendance Slip for the AGM. b) Please follow all steps from Sr. No. (a) To (l) as mentioned in (A)

above, to cast your vote. 14. Once the vote on a resolution is cast by a member, the member shall not be

allowed to change it subsequently or cast the vote again.15. In case of any query pertaining to e-voting, please visit Help & FAQ s

section available at Karvy s website https://evoting.karvy.com. The scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make not later than 48 hours of conclusion of the meeting a consolidated scrutinizer s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same.The results declared along with the report of the scrutinizer shall be placed on the website of the Company www.tcidevelopers.com and on https://evoting.karvy.com. The Company shall simultaneously forward the results to the stock exchanges where the shares are listed.

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Explanatory Statement under section 102 of the Companies Act, 2013:

Item No. 5

As per the provisions of sections 20 of the Companies Act, 2013, a document may be served on any member by sending it to him by post or by registered post or by speed post or by courier or by delivering to his office or address, or by such electronic or other mode as may be prescribed. Further, a member may request for delivery of any document through a particular mode, for which he shall pay such fees in advance as may be determined by the company in its annual general meeting.

The Board of Directors recommends the above resolution as Special Resolution to the shareholders for approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the resolution.

Brief profile of Director seeking Appointment/Re-appointment as required under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015:

NOTICE OF ANNUAL GENERAL MEETINGNOTICE OF ANNUAL GENERAL MEETING

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Particulars Mr. Chander Agarwal

Age 38

Qualifications B.Sc in Business Administration, Bryant College, Smithfield, RI

Expertise in specific Functional Area Diligent in nature, handled various finance and management roles, and experience with transfreight USA, a 3PL specialization in 'lean logistics' for Toyota Motor Vehicles, USA and has unmatched knowledge of supply chain Management. Pl refer Company s website for detailed profile.

Terms & Conditions of appointment/re-appointment As per existing terms and conditions

Remuneration last drawn (including sitting fee), if any -

Remuneration proposed to be paid -thDate of first appointment on the Board 14 May, 2008

Directorship held in other Companies 1. Transport Corporation of India Ltd.

2. TCI Express Ltd.

3. TCI Infrastructure Ltd.

4. Gloxinia Farms Pvt. Ltd.

5. TCI Apex-Pal Hospitality India Pvt. Ltd.

6. TCI Institute of Logistics

7. Express Industry Council of India

Memberships/Chairmanships of committees of 1. Transport Corporation of India Ltd.

other companies Corporate & Restructuring Committee Member

2. TCI Express Ltd.

CSR Committee MemberShare Transfer Committee Chairman

Number of shares held in the Company 106,451Relationship with other directors/Key Managerial Related to Mr. D P Agarwal, Chairman & Mr. Vineet Agarwal, DirectorPersonnel

No. of Meetings attended during the year 03

www.tcidevelopers.com

IV. The Board of Directors of the Company has appointed Mr. V K Bajaj, a Practicing Company Secretary (CP No.: 5827) as Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

V. Voting rights shall be reckoned on the paid- up value of shares registered in the name of the member/ beneficial owner (In case of electronic

th shareholding) as on the cut-off date i.e. Wednesday, 26 July, 2017. VI. A person, whose name is recorded in the register of members or in the

register of beneficial owners maintained by the depositories as on the cut-thoff date, i.e 26 July, 2017 only, shall be entitled to avail the facility of

remote e-voting. VII. Any person who becomes a member of the Company after dispatch of the

thNotice of the Meeting and holding shares as on the cut-off date i.e. 26 July, 2017, may obtain the User ID and password in the manner as mentioned below: (a) If the mobile number of the member is registered against Folio No. /

DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+ Folio No. or DP ID Client ID to 1-800-3454-001 Example for NSDL: MYEPWD<space>In12345612345678 Example for CDSL: MYEPWD<space> 1402345612345678Example for Physical: MYEPWD<space> XXXX1234567890

(b) If e-mail address or mobile number of the member is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.karvy.com , the member may click Forgot Password and enter Folio No. or DP ID Client ID and PAN to generate a password.

(c) Member may call Karvy s toll free number 1-800-3454-001. (d) Members may send an e-mail request to [email protected].

VIII. If the member is already registered with Karvy e-voting platform then he can use his existing User ID and password for casting the vote through remote e-voting. The remote e-voting facility will be available during the following period:Commencement of remote e-voting: From 10.00 a.m. (IST) on Saturday,

th29 July, 2017.stEnd of remote e-voting: Upto 5.00 p.m. (IST) on Monday, 31 July, 2017.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by Karvy upon expiry of aforesaid period.

IX. The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will make a consolidated scrutinizer s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer s report shall be placed on the website of the Company www.tcidevelopers.com and on the website of Karvy https://evoting.karvy.com. The results shall simultaneously be communicated to the Stock Exchanges.

X. Subject to receipt of requisite number of votes, the Resolutions shall be stdeemed to be passed on the date of the Meeting, i.e. 1 August, 2017.

XI. Instructions and other information relating to remote e-voting: A. Shareholders of the Company holding shares either in physical form

or in dematerialized form, as on the record date, may cast their vote electronically. a) Launch internet browser by t yp ing the URL :

https://evoting.karvy.com.b) Enter the login credentials (i.e. User ID and password) which will

be sent separately. The E-Voting Event Number, Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote. If required, please visit https://evoting.karvy.com or contact toll free number 1-800- 3454-001 for your existing password.

c) After entering these details appropriately, click on LOGIN .

d) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a- z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

e) You need to login again with the new credentials. f) On successful login, the system will prompt you to select the E-

Voting Event Number for TCI Developers Limited.g) On the voting page enter the number of shares (which

represents the number of votes) as on the cut-off date under FOR/ AGAINST or alternatively, you may partially enter any

number in FOR and partially in AGAINST but the total number in FOR/ AGAINST taken together should not exceed your total shareholding as on the cut- off date. You may also choose the option ABSTAIN and the shares held will not be counted under either head.

h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

j. You may then cast your vote by selecting an appropriate option and click on Submit .

k) A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to

modify your vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).

l) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Power of Attorney/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: [email protected]. They may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format Corporate Name_EVENT NO.

B. In case a member receives physical copy of the Notice by Post [for members whose e-mail addresses are not registered with the Company / Depository Participant(s)]: a) User ID and initial password - These will be provided at the

bottom of the Attendance Slip for the AGM. b) Please follow all steps from Sr. No. (a) To (l) as mentioned in (A)

above, to cast your vote. 14. Once the vote on a resolution is cast by a member, the member shall not be

allowed to change it subsequently or cast the vote again.15. In case of any query pertaining to e-voting, please visit Help & FAQ s

section available at Karvy s website https://evoting.karvy.com. The scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make not later than 48 hours of conclusion of the meeting a consolidated scrutinizer s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same.The results declared along with the report of the scrutinizer shall be placed on the website of the Company www.tcidevelopers.com and on https://evoting.karvy.com. The Company shall simultaneously forward the results to the stock exchanges where the shares are listed.

42


43


Explanatory Statement under section 102 of the Companies Act, 2013:

Item No. 5

As per the provisions of sections 20 of the Companies Act, 2013, a document may be served on any member by sending it to him by post or by registered post or by speed post or by courier or by delivering to his office or address, or by such electronic or other mode as may be prescribed. Further, a member may request for delivery of any document through a particular mode, for which he shall pay such fees in advance as may be determined by the company in its annual general meeting.

The Board of Directors recommends the above resolution as Special Resolution to the shareholders for approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the resolution.

Brief profile of Director seeking Appointment/Re-appointment as required under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015:

NOTICE OF ANNUAL GENERAL MEETINGNOTICE OF ANNUAL GENERAL MEETING

Stra

tegic R

eviewSta

tuto

ry Rep

orts

Fin

ancia

l Rep

orts

Notice o

f Annual

Gen

eral M

eeting

Particulars Mr. Chander Agarwal

Age 38

Qualifications B.Sc in Business Administration, Bryant College, Smithfield, RI

Expertise in specific Functional Area Diligent in nature, handled various finance and management roles, and experience with transfreight USA, a 3PL specialization in 'lean logistics' for Toyota Motor Vehicles, USA and has unmatched knowledge of supply chain Management. Pl refer Company s website for detailed profile.

Terms & Conditions of appointment/re-appointment As per existing terms and conditions

Remuneration last drawn (including sitting fee), if any -

Remuneration proposed to be paid -thDate of first appointment on the Board 14 May, 2008

Directorship held in other Companies 1. Transport Corporation of India Ltd.

2. TCI Express Ltd.

3. TCI Infrastructure Ltd.

4. Gloxinia Farms Pvt. Ltd.

5. TCI Apex-Pal Hospitality India Pvt. Ltd.

6. TCI Institute of Logistics

7. Express Industry Council of India

Memberships/Chairmanships of committees of 1. Transport Corporation of India Ltd.

other companies Corporate & Restructuring Committee Member

2. TCI Express Ltd.

CSR Committee MemberShare Transfer Committee Chairman

Number of shares held in the Company 106,451Relationship with other directors/Key Managerial Related to Mr. D P Agarwal, Chairman & Mr. Vineet Agarwal, DirectorPersonnel

No. of Meetings attended during the year 03

www.tcidevelopers.com

44 | TCI DEVELOPERS LIMITED

REGISTERED BOOK POST


TCI House, 69 Institutional Area, Sector -32, Gurugram - 122 001, Haryana. Phone : +91-124-2381603-07 Fax : +91-124-2381611

E-mail : [email protected] Website : www.tcidevelopers.comCIN: L70102TG2008PLC059173

Annual Report | 2016 - 17€¦ · during the last five years. The Indian warehousing industry is set to grow at a CAGR of 8%–10% and modern warehousing at 25%– 30% over the next

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