TCM Ltd

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting to you the 67th Annual Report together withthe audited accounts for the year ended 31st March, 2011:

I FINANCIAL PERFORMANCE OF THE COMPANY

II DIVIDEND

Due to continuous loss sustained by the Company the Directors are not in a position torecommend payment of any dividend to the members for the year ended 31st March, 2011.

III EXISTING STATUS:

The Tuticorin unit restarted in 2007 is operating smoothly through at a reducedcapacity. Production during the year under report was 671.505 MT as compared to 4412.87 MTin the previous year. Sales revenue was Rs.161.43 lakhs this year as compared to Rs.771.86 lakhs in the previous year. Because of shortage of raw materials and other inputs,the production at Mettur unit is currently suspended, since May 2010.

As regards Kalamassery unit, the company had signed an MOD with Godrej PropertiesLimited for a property Development Project. This was approved by the Hon'ble BIFR.However, on some application filed by a couple of shareholders in AAIFR New Delhi, thereis no further progress on the MOD. The matter is still pending before the AAIFR as ondate, which as per the orders of the Hon'ble High Court New Delhi is to review the matterafresh after hearing M/s. Godrej Properties Ltd. also.

IV DIRECTORS

Mr. C H Abdul Rahim, Mr. T S Rajagopalan and Mr. Ramesh Babu retire by rotation at theAnnual General Meeting and being eligible have offered for reappointment.

V DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

VI PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting theprovisions of Section 217 (2A) of the Companies Act, 1956

VII STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D.

VIII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

ii. That the Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.

ill. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts on a going concern basis, asmanufacturing operations are restarted and the BIFR revival scheme is under considerationby operating agency.

IX LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees hasbeen paid upto and including 2010-2011.

X. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding complianceare annexed together with the management discussion and analysis.

XI SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383 A(1) the Companies Act,1956is attached.

XII QUALIFICATIONS IN AUDIT REPORT

(i) Confirmation from debtors and creditors are being obtained by the company .Howeverthe management had to give a request letter to auditors not to seek external confirmation,because of the fact that if letter goes to people ,they will start asking for money whichthe company is not able to give ,as the company is in revival path, any outflow at thismoment .other than operation would severely jeoparadize the substratum of the company

(ii) The company is in the process of obtaining certified copies of all documents inrespect of the investment as these were lost / misplaced during the long period of closureof the company.

(iii) The company is trying to get its application s for exemption from landceilingdisposed of at the earliest.

(iv) Letters of confirmations of deposits were sent to all parties who have not repliedprobably because the accounts are non operative for long time

(v) Letters of confirmations of balances were sent to all banks who have not repliedprobably because the accounts are non operative for long period.

(vi) The company was closed for a very long period and continue to be a sick unitthough started functioning. Necessary steps for introducing formal internal audit arebeing taken.

(vii) The company was closed for a very long period and continue to be a sick unitthough started functioning. The company is in the process of ascertaining the status ofthe assets and its impairment.

(viii) The company was closed for a very long period and continue to be a sick unitthough started functioning. Necessary steps in respect of employee benefits are beingtaken, considering the revival scheme pending with operating agency.

(ix) The company was closed for a very long period and continue to be a sick unitthough started functioning. The company has made an application to The Ministry ofCorporate Affairs for waiver from maintaining cost accounting records and the same iswaived of for the year 2004-05 to 2008-09.

(x) The company is registered with BIFR and was closed for very long period andcontinue to be a sick unit though has started operations. The outstanding statutory dueswill be paid at the earliest as per revival scheme now pending with operating agency.

XI AUDITORS

M/s VBSK and Company, the Statutory Auditors of the company retire at the conclusion ofthis Annual General Meeting and being eligible have offered themselves for reappointmentas statutory auditors for the next financial year. We have taken an undertaking from theauditors that they are eligible and willing to be the auditors of the company for the year2011-12.

XII FOREIGN EXCHANGE

Outgo - NIL

Earning NIL

XIII ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, customers fortheir continued patronage and Bank of Baroda and Indian Bank for their guidance andco-operation. The Board also wishes to place on record its appreciation for thecooperation extended by all ranks of employees and trade unions.

Annexure A to my report dated 16.08.2011.

Registers as maintained by the Company

1. Register of Members u/s 150

2. Register of Directors u/s' 303

3. Register of Directors shareholding u/s 307

4. Minutes book of Board, committees and General Meetings u/s 193

5. Book of Accounts u/s 209

6. Register of Transfer of Shares u/s 108

7. Register of Charges u/s 143

8. Register under section 301.

Note : The company has not maintained the following registers as it was informed thatthere were no entries/transactions recorded thereon:

1. Register of Deposits u/s 58A

2. Register of Securities Bought back u/s77A

3. Register of Debentures holders u/s 152

4. Foreign Register of members or Debentures holders u/s 157

5. Register of investments or loan made u/s 3 72A

6. Register of Renewed and Duplicate certificates

7. Register of Destruction of records

ANNEXUREB

Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the financial year ending31.03.2011

Note : Forms/Returns mentioned above were filed at the MCA21 e-filing of the office ofthe Registrar of Companies.