TCFC Finance Director Discussions


To the Members of,

TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31,2023.

FINANCIAL RESULTS

(Amount in INR000)

Year ended March 31, 2023 Year ended March 31, 2022
Total Revenue from operations 18,618.07 73,422.32
Profit/(Loss)before tax 9,399.85 78,757.98
Less: Provision for Tax 3395.76 16,999.41
Net Profit/(Loss) after tax 6004.10 61758.56
Other Comprehensive Income 193.40 253.02
Total Comprehensive Income 6197.50 62011.59

OPERATIONS

Compared to previous years Profit of 78,757.98 thousand, this year, your company has earned a profit of Rs. 9,399.85 thousand before provision of tax and after deducting tax it comes to a profit of Rs 6004.10 thousand

DIVIDEND

In view of the inadequacy of profits and in order to conserve the resources, your Directors have decided to not recommend a dividend for the aforesaid financial year.

management discussion and analysis

GLOBAL OUTLOOK

Maneuvering through challenges in 2022, the global economy has positioned itself with better prospects in 2023 and onwards. Post Covid-19 pandemic, the global economy is gradually recovering from a series of disruptions with supply-chain disruptions easing and energy and food markets stabilizing after the Russia-Ukraine crisis. Additionally, most central banks have tightened monetary policy extensively and synchronously, which is expected to result in inflation, the most pressing issue in 2022, moving back towards its target range. According to the International Monetary Funds latest forecast, global growth is expected to reach 2.8% in 2023 and will rise to 3.0% in 2024

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian financial services sector is a vital component of the countrys economy, comprising a diverse range of players such as commercial banks, insurance companies, non-banking financial companies, pension funds, mutual funds, and other smaller financial entities. The sector has been evolving over the years, coupled with changes and reforms by the Government and regulatory bodies to strengthen the industry, enhancing its growth prospects.

One of the key growth drivers for the sector has been the increasing focus on financial inclusion and providing better access to finance for the underbanked and underserved sections of society. This has led to the emergence of digital banking, microfinance, and fintech collaborations disrupting traditional banking models.

Despite the uncertain global environment since early 2020, the Indian financial sector has remained stable and resilient. Furthermore, the Non-Banking Financial (NBFC) sector has played a crucial role in bridging the credit gap and supporting the growth of various sectors such as micro, small, and medium enterprises (MSMEs), agriculture and affordable housing, among others.

Opportunities and Threats

Your Company, being an investment Company seeks opportunities in the capital market. The volatility in stock indices in the financial year under report represents both an opportunity and challenge for the Company.

As a long-term strategy, the Company has made investments in equities, mutual funds and fixed income securities and is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders value.

Segment Wise / Product Wise Performance

The Company operates in single business segment i.e. NBFC, it has witnessed considerable growth in the last few years and is now being recognized as complementary to the banking sector due to implementation of innovative marketing strategies, introduction of tailormade products, customer-oriented services, attractive rates of return on deposits and simplified procedures, etc

Your Company is engaged only in investment activities and no other business activities. Hence, the requirement of segment-wise reporting is just for one segment.

• Business Outlook

The Company is mainly engaged in the business of financing and investment in bodies corporate in order to yield greater revenue for its stakeholders. The Management of the Company is looking for a steady growth of the Company and aims at maximizing the shareholders wealth by way of earning maximum profits at low investment costs.

• Risks and areas of concern

Managing risk is fundamental to financial services industry and it is key to ensure sustained profitability and stability. In a rapidly changing economic, geo- politics, regulatory and financial environment, your Company have continued to leverage on its strong risk management capabilities.. As your companys business is purely into investment activities, the capital market developments may affect the gains and profitability of the Company.

The Company continuously evaluates its investments in investee companies to ensure that the same meets the objective of ensuring maximization of value to all its stakeholders in a prudent manner. The Company expects to make full use of the growth opportunities available to it however, the challenge remains on being able to leverage these initiatives to carve out a space in the competitive industry, within the regulatory and compliance framework.

• Internal Control Systems and Adequacy

The Company has satisfactory internal control system. The adequacy of the internal control system is reviewed by the Audit Committee of the Board of Directors. Your Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by various Statutes. Internal Auditors, the Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities.

• Human Resources

The Companys current activities do not require engagement of significant human resource. However, requisite qualified and experienced personnel have been engaged to take care of organization need of human resource. The Company will engage requisite human resource as and when required.

• Future Outlook

After a gap of over two years, FY2023 was the first financial year without any significant COVID-19 disruption. However, the after effects of the pandemic, rising inflation and the Russia-Ukraine conflict created global financial risks. Central banks across the world resorted to increasing interest rates and reduce systemic liquidity. The RBI was no exception: it increased the repo rate six times in FY2023 from 4.0% to 6.5%, an increase of 250 bps. Mortgages is a floating rate portfolio and this increase in repo led to an upward repricing of mortgage loans, resulting in temporary higher spread for the housing finance sector.

After carefully prevailing over the COVID-19 years (FY2021 and FY2022), your company will continue with the strategy of investment in equities, mutual funds and fixed income securities, adopting a very conservative approach to such investments.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis that address expectations about the future, including but not limited to statement about Companys strategy for growth, product development, market position, expenditures and financial results are forward looking statements and these forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations, include among others, economic conditions affecting demand/supply and price conditions in global and domestic markets, changes in government regulations, Tax laws and other statutes and incidental factors.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus, disclosure in form AOC-2 is not required.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Companys website at http://www.tcfcfinance.com/wp-content/uploads/2023/02/TCFC-FINANCE-LIMITED-POLICY- RPT.pdf

DEPOSITS

Being a non-deposit accepting NBFC Company, your Company has not accepted any deposits from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

STATUTORY AUDITORS & REMARKS ON AUDITOR S REPORT

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, (Firm registration No. 103429W), were appointed as Companys Statutory Auditors for 5 years to hold office till the conclusion of the 33rd Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment as may be necessitated by the Act from time to time.

The Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting and hence M/s. GMJ & Co. shall continue as Statutory Auditors for the remaining period of the term till the conclusion of the 33rd Annual General Meeting of the Company.

Further, The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2023, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31,2023 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company have been prepared on a going concern basis.

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-Appointment of Mr. Dharmil A Bodani a Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Dharmil A. Bodani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

Key managerial Personnel

During the year under review there was no change in the Key Managerial personnel of the Company.

Declaration by independent directors

The Independent directors have submitted the declaration of independence, as required under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). The directors have also complied with the requirement of registration of Independent Director with IICA portal.

conservation of energy, technology absorption & foreign exchange earnings and outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There was no foreign exchange transaction entered into by the Company during the year under review.

employee remuneration

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in "Annexure 1" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: http://www.tcfcfinance.com/wp-content/ uploads/2020/08/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-TCFC-Finance-Ltd.pdf

The Corporate Social Responsibility Committee is constituted in accordance with the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder.

The Annual Report on CSR activities for the financial year ended 2022-2023 is annexed herewith as "Annexure-2"

MEETINGS OF THE BOARD:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.

During the financial year 2022-2023 four (4) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Annual Report

COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. AABID & CO, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as "Annexure-3" to this report. The report is self-explanatory and do not call for any further comments.

transfer of unclaimed dividend amount TO THE iEPF:

The company had duly transferred the amount of Rs. Rs.664,697/- unclaimed dividend pertaining to the F.Y. 2014-2015 to the IEPF, Unclaimed dividend for Financial year 2015-2016 shall become due for transfer to the said fund. Members are requested to verify their records and send claim, if any, by writing to the Company at before the amount becomes due for transfer to the said fund. Pursuant to section 124(6) of the Companies Act, 2013, as amended, and the IEPF Rules, all shares in respect of which dividend has not been paid or unclaimed for seven consecutive years or more shall be transferred to demat account of the IEPF Authority. In due compliance of the provisions of rule 6(3) of the IEPF Rules, the Company will send individual letters to all such members requesting them to claim the amount of unpaid dividend before the Company proceeds with the transfer of related shares to Demat account of the IEPF Authority. The Company will also be publishing notice in the newspapers intimating the members of the said provisions and these details will be made available on the Companys website https://www.tcfcfinance.com

INTERNAL AUDIT & CONTROLS

The company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11) (a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.

Further, details of Investments made by the Company during the year review form a part of the financial statements.

ViGiL MECHANISM:

Pursuant to the provisions of section 177(9) (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.tcfcfinance.com/wp-content/ uploads/2018/07/Whistle Blower Policy- Vigil Mechanism Policy.pdf

Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, shall be filed within 60 days of ensuing Annual General Meeting and will be available on the website of the Company at www.tcfcfinance.com

The Company has placed a copy of annual return of the financial year 2021-2022 on its website at www.tcfcfinance.com

RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks(v) IT & cyber related risk.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 And RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2018 AS Amended:

Your Company is in compliance with respect to the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, endeavours to provide a conducive work environment to the employees.

During the financial year 2022-2023, the Company has not received any complaint of sexual harassment against any employees of the Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Companys Shares are listed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the concern status of the Company and its future operations

INDUSTRIAL RELATIONS

The industrial relations of the Company continued to be cordial throughout the year.

CONFIRMATION OF COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with the Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board
For TCFC Finance Limited
Atul Desai
Place: Mumbai Chairman
Date: 10th May, 2023 (DIN:00019443)