TCI Developers Ltd Directors Report

Company is unlisted now.

As on 31^st March, 2024, pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Baranwal-Whole Time Director & Ms. Saloni Gupta, Company Secretary were the KMPs of the Company.

9. 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 Act. During the year, there has been no change in the circumstances which may affect their position as Independent Director.

10. Meeting of Independent Directors

A separate meeting of Independent Directors was held for the year ended 31^st March, 2024.

11. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors in the framework that has been designed in compliance with the requirements under the Act.

12. Board and Committees Meetings

The Board meets at regular intervals to review the performance of the Company. The details of Board meetings held during the year are as under:

13. Directors Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your 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:

That in the preparation of the annual financial statements for the year ended 31^st March, 2024, all the applicable accounting standards have been followed along with 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.

14. Committees of the Board

The Company has the following Committees of Directors as constituted by the Board:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee v. Share Transfer Committee

Audit Committee

As on 31^st March, 2024, the Audit Committee of the Board consists of three Non-executive Directors out of which two are independent.

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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 Company Secretary acts as the Secretary to the Committee.

During the financial year ended 31^st March 2024, the Audit Committee met four times viz. 6^th May, 2023, 26^th July, 2023, 9^th November, 2023 and 02^nd February, 2024.

The composition and the attendance of the members at the meetings held during the financial year 2023-24 are as under:

Terms of Reference

The term of reference of the Committee are in line with the Companies Act, 2013 and as amended from time to time.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee ("NRC") comprises of three members, of which two are Independent Directors.

During the year under review, the Nomination and Remuneration Committee met 2 (two) times i.e. 6^th May, 2023 and 02^nd February, 2024.

The composition and the attendance of the members at the meetings held during the financial year 2023-24 as under:

Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee are in line with the Companies Act, 2013 as amended from time to time.

Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee in line with the Companies Act, 2013.

Details of Investor Complaints received and redressed during the year 2023-24 are as follows:

No complaint was pending as on 31 March, 2024.

During the year under review, the Stakeholders Relationship Committee met one time i.e. on 26^th July, 2023.

The composition and the attendance of the members at the meetings held during the financial year 2023-24 are as under:

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee are in conformity with the requirements of the Act.

Corporate Social Responsibility (CSR) Committee

During the year, CSR expenditure was not applicable on the Company.

Share Transfer Committee

The Share Transfer Committee is constituted to look into share transfer/transmission and related requests received from shareholders.

The Committee looks into the process of share transfers, grievances of security holders, if any, and also reviews the working of Companys Registrar & Share Transfer Agent.

Terms of Reference

The terms of reference of the Share Transfer Committee are in conformity with the requirements of Act.

15. Nomination & Remuneration Policy

Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management of your Company as required under Section 178 of the Companies Act, 2013 and rules made thereunder.

The disclosures pertaining to the remuneration under the Act, is attached as Annexure-I to this report.

16. Particulars of Contract or Arrangements with Related Parties

All contacts/arrangements/transactions entered into by the Company with its Related Parties are pre-approved by the Audit Committee. All Related Parties Transactions are placed before the Audit Committee for review on a quarterly basis.

All related party contracts/arrangements/transactions as specified under Section 188 (1) of the Act, entered into during the financial year 2023-24 were in the ordinary course of the business of the Company and were on arms length basis.

The Companys policy on Related party transactions and the same is available on http://www.tcidevelopers.com/policies/Related%20Party%20Transaction%20Policy.pdf.

17. Vigil Mechanism/ Whistle Blower Policy

The Company has an Ethics and Whistle Blower Policy and has established a vigil mechanism for directors and employees to report concern about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. No person has been denied direct access to the Chairman of the Audit Committee in exception cases. The policy is put up on the Companys website can be accessed at: http://www.tcidevelopers.com/policies/Ethics%20&%20Whistle%20Blower%20Policy.pdf

18. Internal Audit

During the year, Internal Audit was not applicable on the Company.

19. Cost records & Audit

Maintenance of cost records & requirement of cost audit as prescribed under the provision of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

20. Compliance with Secretarial Standards

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

21. 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.

22. Risk Management Policy

Your Company has a well-defined risk management structure which establishes a disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

23. Management Discussion and Analysis Report

Since the Company is now delisted, this is not applicable on the Company.

24. Corporate Governance Report

Since the Company is now delisted, this is not applicable on the Company.

25. Extract of Annual Return

The Annual Return of the Company as on March 31, 2023 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website and can be accessed http://www.tcidevelopers.com/annual-report.html

26. Statutory Auditors

Members in their 14^th Annual General meeting had reappointed M/s. Luharuka & Associates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory Auditors of the Company to hold office for a period of up to 5 (Five) years i.e. till the conclusion of the 19^th AGM of the Company to be held in the Financial Year 2027.

The Statutory Auditors have issued their report on the financial statements for the financial year ended March 31, 2024, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

27. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Sanjay Grover & Co., Company Secretaries, as Secretarial Auditors of the Company for the financial year 2023-24. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure-II to this report.

During the Financial Year 2023-24, there were no such observations/qualifications / remarks either by the Statutory Auditor or the Secretarial Auditors in their respective Reports, which call for any further comments. Further, no instance of fraud has been reported by the Statutory Auditors under section 143(12) of the Act.

28. Particulars of Loans, Guarantees and Investments

The information pertaining to the loans/guarantees given, investments made and securities provided under section 186 of the Companies Act, 2013 alongwith their purpose and utilization by the recipient are provided in the notes to standalone financial statement.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

Considering the nature of business of the Company, energy does not form a significant part of the cost for the Company yet wherever possible and feasible, continuous efforts are being made for conservation of energy and minimizing energy cost.

B. Technology Absorption

We keep ourselves aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

C. Foreign Exchange Earning and Outgo

During the year under review, there was no inflow or outgo of Foreign Exchange.

30. Human Resources

Your Company has strongly committed and dedicated workforce, which is a key to its sustained success. The Company believes in the strength of its most important asset i.e. Human Resources and realizes that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.

31. Prevention of sexual Harassment at Workplace

During the year under review, there was no cases filed pursuant to the sexual harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013.

32. Other Disclosures

During the year under review, no information or disclosures were required to be made in respect of the following:

Regarding Change in the nature of Business;

Any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

33. Acknowledgement

The Board of Directors of your company wish to express their deep gratitude towards the valuable cooperation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as shareholders, customers and suppliers, vendors etc.

Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.