tci industries ltd share price Directors report

Dear Members,

The Board of Directors are pleased to present the Companys Fifty Eighth Annual Report and the Companys Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The summarized standalone results of your Company are given in the table below.

(Rs. in lakhs)

Particulars	Financial Year ended
	Standalone
	31.03.2023	31.03.2022*
Total Income	222.79	151.22
Profit/(loss) before
Interest, Depreciation &	(39.44)	(71.42)
Tax (EBITDA)
Finance Cost	7.34	6.05
Depreciation	19.55	17.40
Net Profit/(Loss) Before
	(66.33)	(94.87)
Tax
Tax Expense	-	-
Net Profit/(Loss) After Tax	(66.33)	(94.87)
Profit/(Loss) brought forward from previous year	(2898.27)	(2803.40)
Profit/(Loss) carried forward to Balance Sheet	(2964.60)	(2898.27)

*previous year figures have been regrouped/rearranged wherever necessary.

MANAGEMENT DISCUSSION AND ANALYSIS Forward looking statements

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations of the Company describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. 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. The Company assumes no responsibility to publicly amend, modify or revise forward-looking statements, on the basis of any subsequent developments, information or events.

Performance Review

During the financial year under review, your Companys revenue increased by 47.33% to Rs. 222.79 lakhs as compared to revenue of Rs. 151.22 lakhs in the previous financial year, which was mainly on account of revenue from Services income increasing from Rs. 142.61 lakhs to Rs. 192.09 lakhs and increase in other income from Rs. 8.61 lakhs to Rs. 30.70 lakhs due to receipt of insurance claim of Rs. 18.05 lakhs towards damage to sea retaining wall/platform/structure during cyclone Taukte. As a result of increased revenue, the net loss reduced to Rs. 66.33 lakhs against a net loss of Rs. 94.87 lakhs during the previous financial year after adjusting for increased expenses of Rs. 39.02 lakhs mainly on account of increase in Employee Benefit Expenses, Security Expenses, Legal & Professional Fees and other general expenses.

Companys Property at Colaba – Mumbai

The SLP filed by the Company in the Honble Supreme

Court of India, challenging the order of the Honorable Bombay High Court in the matter of refusal by Municipal Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was listed on various dates during the year under review for final hearing before the Honorable

Supreme Court. However, the matter did not reach for final hearing. It is expected that the Companys SLP may get listed for final hearing in near future post the summer vacation of the Honorable Supreme Court.

As apprised in the last years Directors Report, in May 2021 due to cyclone Taukte part of the sea-retaining wall on south-east side of the Company property was severally damaged, which resulted in part of platform behind the sea retaining wall getting washed away and some structures also getting damaged. During the year under review, the Company received in full & final Rs. 18.05 lakhs from the Insurer The New India Assurance Company Ltd., against the said damage. The said cyclone also washed away part of the sea retaining wall & platform on outside of west side of Company property, belonging to the Mumbai Port Trust (MbPT). This resulted in part of Company land getting eroded with ingress of sea water.

The Company & MbPT have been exchanging letters for repairs of their sea-retaining wall & platform which was damaged during earlier monsoons. However, MbPT did not carry out required repairs and they had taken a stand that they will not carry out repairs/reconstruction of their sea-retaining wall/platform and that they have no objection to our Company carrying out the same at our cost.

The Company had filed an Interlocutory Application with the Honble Supreme Court for permitting the Company to carry out repairs/reconstruction of damaged sea retaining wall/compound wall/platform and the Honble Supreme Court vide its order dated July 11, 2022, permitted the same at the Companys cost and under the supervision of the officer to be deputed by the commissioner of the In terms of the said Supreme Court Order, the Company has applied to the Municipal Corporation of Greater Mumbai (MCGM) for said reconstruction/restoration works. As directed by MCGM, the Company has filed an application with Maharashtra Coastal Zone Management Authority (MCZMA), for its NOC & on receipt of the same, MCGM is expected to process the Companys application. Upon receipt of approval from MCGM, the Company will undertake reconstruction/restoration works of sea retaining wall/sea site platform, which is estimated to cost over Rs. 200 lakhs.

Outlook

The management has made in last few years every possible effort to increase the revenue from services by upgrading the infrastructure at substantial investment and by reaching out to new segments & at the same time with a focus on the existing customer segments. The Company is planning to incur further expenditure for improving the infrastructure and carrying out the necessary repairs/ renovations to some structures to make the location attractive for different segments, in order to enhance the customer base and revenue.

In view of the same, the Company looks forward positively to do better in the near future.

Internal Financial Controls

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe,

Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

Risk Management

The Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Companys strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

Human Resources

The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a work environment where continuous learning and development takes place to meet the changing demands and priorities of the business. The Company have 5 (five) permanent employees on roll.

Key Financial Ratios

Particulars	2022-23	2021-22
i. Debtors Turnover	186.95	277.66
ii. Interest Coverage Ratio	(5.37)	(11.80)
iii. Current Ratio	1.13	0.41
iv. Net Debt Equity Ratio	0.07	0.06
v. Operating Profit Margin	(0.18)	(0.47)
vi. Net Profit Margin	(0.30)	(0.63)
vii. Return on Net worth	(0.07)	(0.12)

Details of significant movement in key financial ratios

• The debtors turnover ratio declined to 186.95 in FY 2022-23 as against 277.66 in the previous year, which is due to increase in revenue.

• The interest coverage ratio improved to (5.37) in FY 2022-23 as against (11.80) in the previous year due to improved EBIT.

• The net debt equity ratio increased to 0.07 in FY 2022-23 as against 0.06 in the previous year due to increase in long term borrowings.

• The operating profit margin declined to (0.18) in FY 2022-23 as against (0.47) in the previous year primarily due to increase in revenue for the year.

• The net profit margin (after exceptional items) improved to (0.30) in FY 2022-23 as against (0.63) in the previous year due to increase in revenue for the year.

• The return on net worth improved to (0.07) in FY 2022-23 as against (0.12) in the previous year as net worth increased on account of issue of Non-Convertible Redeemable Preference Shares and reduction in losses.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year ended March 31, 2023.

DIVIDEND

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and Companys operations in future.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Resignation of Independent Director

Mr. Sahir S. Patel, Independent Director of the Company, has resigned as a Director of the Company as he will not be able to devote the necessary time and attention that would be required of him due to personal reasons. The resignation is effective from May 27, 2022. The Board Places on record its appreciation for the service rendered and valuable contribution made by him to the Company during his tenure as Independent Director.

Appointment of Independent Director

In order to fill the vacancy of Independent Director on the Board of the Company created consequent to the Resignation of Mr. Sahir S. Patel, the then Independent Director, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Navneet Kumar Saraf as an Additional Director of the Company in the capacity of Independent Director with effect from August 26, 2022. In accordance with the provisions of Section 161 of the Companies Act, 2013 (the Act), Mr. Saraf shall hold office up to the date of the ensuing 58th Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years.

Accordingly, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommended the appointment of Shri. Navneet Kumar Saraf, as an Independent Director of the Company for a period of 5 (five) years effective from August 26, 2022 to August 25, 2027, for approval of Members at the ensuing Annual General Meeting.

Directors Retiring by Rotation

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Dharmpal Agarwal, Shri Vikas Agarwal and Shri Utsav Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

Brief Resume of Directors seeking Appointment/ Reappointment

Brief Resume of the Directors, nature of expertise in specific functional areas, names of other listed companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in Notice for the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) 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

(f) 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.

AUDITORS AND AUDITORS REPORTS Statutory Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V. Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, were appointed as the Statutory Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion of 57th Annual General Meeting held on August 10, 2022 till the conclusion of 62nd Annual General Meeting to be held in the year 2027. The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. V. Singhi & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure 1, to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SHARE CAPITAL A) Bonus Shares

No bonus shares were issued during the financial year 2022-23.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2022-23.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2022-23.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2022-23.

E) Issue of preference shares a. During the year 2022-23 under review, pursuant to the Members approval accorded by passing Special Resolution through Postal Ballot on May 28, 2021, the Share Allotment Committee of the Board of Directors of the Company has issued and allotted 4,556 nos. of 0% Non-Convertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- (Rupees One Hundred only) each at an issue price of Rs. 400/- (Rupees Four Hundred only) each including premium of Rs. 300/- (Rupees Three Hundred only) each to the Promoters and Promoter Group Companies for cash.

During the offer period from 28.05.2021 to 27.05.2022, the Share Allotment Committee of the Board of Directors of the Company has issued and allotted total 30,841 nos. of NCRPS out of 1,07,602 nos. of NCRPS to the Promoters and Promoter Group Companies for cash and in lieu of conversion of unsecured loan.

The below were the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated April 20, 2021: i. To meet working capital requirements of the Company; and ii. General corporate purpose including repayment and/or conversion of unsecured loans. The proceeds of the issue have/had been utilised towards the aforesaid objects of the issue. There is no deviation or variation in the utilisation of proceeds of the said Issue between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds. b. Upon expiry of validity of the above said issue, the Members have accorded their approval by passing Special Resolution through Postal Ballot on July 06, 2022, for issue of upto 76,761 nos. of 0% Non-Convertible Redeemable Preference Shares (NCRPS) of Face Value Rs. 100/- each at an issue price of Rs. 400/- each including premium of Rs. 300/- each to the Promoters and Promoter Group Companies for Cash or in lieu of conversion of unsecured loans received/ to be received from Promoter(s)/ Promoter Group Companies.

Accordingly, the Share Allotment Committee of the Board of Directors, during the year under review and offer period from 06.07.2022 to 10.02.2023, has issued and allotted 45,008 nos. of NCRPS to the Promoters and Promoter Group Companies for cash.

The below were the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated May 28, 2022:

i. To meet working capital requirements of the Company; and

ii. General corporate purpose including repayment and/or conversion of unsecured loans. The Board of Directors in their Meeting held on February 11, 2023, withdrawn the unsubscribed offered portion of NCRPS i.e. 31753 nos. of NCRPS against the said approved 76,761 nos. of NCRPS. The same was effected from even date of the Board Meeting. c. Further, the Board in the said Meeting dated February 11, 2023, subject to Members approval, approved the Issue of 2,50,000 nos. of 0% Non-Convertible Redeemable Preference Shares of Face Value Rs. 100/- each at an issue price of Rs. 400/- each (including premium of Rs. 300/- each), on a private placement basis, to the Promoter(s) & Promoter Group Entities (including Associate Companies) and Related Parties of the Company from time to time, for cash. Accordingly, the Company has obtained the approval of Members by passing a Special Resolution through Postal Ballot dated March 25, 2023.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated February 11, 2023:

i. To meet working capital requirements of the Company;

ii. To carry out major repairs/ reconstruction of structure/wall/platform work at the Companys property situated at Colaba, Mumbai; and iii. General corporate purpose including repayment of unsecured loans.

The validity of the issue is till the allotment of NCRPS done by the Company upto the said limit approved by the Members. The Company has not made any allotment pursuant to the said approval and the proceeds to be raised through issue of NCRPS will be utilised towards the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated February 11, 2023.

NCRPS are redeemable at premium of maximum 18% [simple] p.a. on the issue price, i.e. maximum Rs. 400/- per share, as the Company may deem fit, in accordance with the relevant provisions of the Companies Act, 2013 out of profits available for distribution as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company only. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which period is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the Companies Act, 2013 OR on an earlier date only at the discretion of the Company. Further, as the Company will be allotting Non-Convertible Redeemable Preference Shares, there will be no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

F) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 49,564 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 8,57,92,610/-, comprising of 8,96,791 Equity shares of Rs. 10/- each and 7,68,247 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at the link: https://www.tciil.in/file-basket/ ANNUAL-RETURN---2022-23-1685950562.pdf

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, the Company had no subsidiary, joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Boards Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans, guarantees and investment made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sl. No.	Name of Director/KMP and Designation	Ratio remuneration of each Director the median remuneration of employees	of % increase in Remuneration in the financial to year 2022-23
1	Shri Ravishanker Jhunjhunwala, Chairman & Independent Director	**	**
2	Shri Dharmpal Agarwal, Non- Executive Director	Not Applicable	NIL
3	Shri Mahendra Agarwal, Non- Executive Director	Not Applicable	NIL
4	Dr. Ashok Kumar Agarwal, Non-Executive Director	Not Applicable	NIL
5	Shri Vikas Agarwal, Non-Executive Director	Not Applicable	NIL
6	Shri Siddhartha Agarwal, Non- Executive Director	Not Applicable	NIL
7	Shri Ashish Agarwal, Non- Executive Director	Not Applicable	NIL
8	Shri Utsav Agarwal, Non-Executive Director	Not Applicable	NIL
9	Shri Siddharth Mehta, Independent Director	**	**
10	Smt. Anuradha Bhalla, Independent Director	**	**
11	Shri Sahir S. Patel, Independent Director#	Not Applicable	**
12	Shri Navneet Kumar Saraf, Additional- Independent Director*	**	**
13	Shri Sunil K. Warerkar, Executive Director	8.26:1	37.78
14	Shri Amit A. Chavan, Company Secretary, Compliance Officer & CFO	1.03:1	28.13

*Appointed as Additional Director in the capacity of Independent Director w.e.f. August 26, 2022.

**Independent Directors are paid remuneration only by way of sitting fees for attending Board/Committee Meetings. Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2022-23 was Rs. 8,80,728/-.

The remuneration of the employees who worked for part of the year has been annualized for the purpose of calculation of Median remuneration.

ii) Median remuneration of employees of the

Company during the financial year 2021-22 was Rs.8,27,080/-. In the financial year under review, there was an increase of 6.49% in the median remuneration of employees as increments were granted to few employees based on the performance of the employees. iii) There were 5 confirmed employees on the rolls of the Company as on 31st March 2023. iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration:

In the financial year 2022-23 there was an average increase of 13.23% in the fixed remuneration of the employees (other than the managerial personnel) as compared to an increase of 36.36% in the fixed remuneration of the Executive Director. v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the Company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefitsderived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate

Social Responsibility Policy) Rules, 2014 are not required to be made.

OTHER DISCLOSURES

Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two

Board Meetings. During the financial year 2022-23, the

Board met 6 (six) times i.e. on May 28, 2022, August 10, 2022, August 26, 2022, November 11, 2022, February 11, 2023 and March 24, 2023.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on August 10, 2022:

Name	Designation	Attendance Particulars
		Board Meetings	Last AGM
Shri Ravishanker Jhunjhunwala	Chairman & Independent Director	6	Yes
Shri Dharmpal Agarwal	Non-Executive Director	4	Yes
Shri Mahendra Agarwal	Non-Executive Director	5	Yes
Dr. Ashok Kumar Agarwal	Non-Executive Director	5	No
Shri Vikas Agarwal	Non-Executive Director	5	Yes
Shri Siddhartha Agarwal	Non-Executive Director	4	Yes
Shri Ashish Agarwal	Non-Executive Director	4	Yes
Shri Utsav Agarwal	Non-Executive Director	5	No
Shri Siddharth Mehta	Independent Director	6	Yes
Smt. Anuradha Bhalla	Independent Director	3	No
Shri Sahir S. Patel*	Independent Director	N.A.	N.A.
Shri Navneet Kumar Saraf#	Additional- Independent Director	2	N.A.
Shri Sunil K. Warerkar	Executive Director	6	Yes

*Resigned as a Director of the Company effective from May 27, 2022.

#Appointed as Additional Director in the capacity of Independent Director w.e.f. 26.08.2022.

Committees of Board:

The details of composition of the Committees of the Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:

a. Audit Committee

During the financial year 2022-23, the Audit

Committee met 5 (Five) times i.e. on May 28, 2022, August 10, 2022, November 11, 2022, February 11, 2023 and March 24, 2023. The below table gives the composition and attendance record of the Audit Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Shri Siddhartha Agarwal	Chairman	5	5
2.	Shri Ravishanker Jhunjhunwala	Member	5	5
3.	Shri Sahir S. Patel*	Member	N.A.	N.A.
4	Shri Vikas Agarwal	Member	5	5

*Ceased to be a Director of the Company effective from May 27, 2022.

b. Stakeholders Relationship Committee

During the financial year 2022-23, the Stakeholders Relationship Committee met once on May 28, 2022. The below table gives the composition and attendance record of the Stakeholders Relationship Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Shri Siddhartha Agarwal	Chairman	1	-
2.	Shri Ashish Agarwal	Member	1	1
3.	Shri Sunil K. Warerkar	Member	1	1

c. Nomination and Remuneration Committee

During the financial year 2022-23, the Nomination and Remuneration Committee met 2 (two) times i.e. on May 28, 2022 and August 26, 2022. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Shri Siddharth Mehta	Chairman	2	2
2.	Shri Ravishanker Jhunjhunwala	Member	2	2
3.	Shri Mahendra Agarwal	Member	2	2

d. Risk Management Committee

During the financial year 2022-23, the Risk Management Committee met once on March 30, 2023. The below table gives the composition and attendance record of the Risk Management Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Shri Sunil K. Warerkar	Chairman	1	1
2.	Shri Vikas Agarwal	Member	1	1
3.	Shri Ashish Agarwal	Member	1	1

e. Share Allotment Committee

During the financial year 2022-23, the Committee met 13 (Thirteen) times mainly to issue & allot 0% Non-

Convertible Redeemable Preference Shares i.e. on May 12, 2022, July 12, 2022, July 25, 2022, October 07, 2022, October 18, 2022, November 10, 2022, November 24, 2022, November 29, 2022, December 02, 2022, December 06, 2022, December 09, 2022, December 26, 2022 and February 08, 2023. The below table gives the composition and attendance record of the Share Allotment Committee:

Sl. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1.	Shri Ravishanker Jhunjhunwala	Chairman	13	10
2.	Shri Siddharth Mehta	Member	13	11
3.	Shri Vikas Agarwal	Member	13	10

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link: http:// www.tciil.in/file-basket/Whistle-Blower-Policy-1458742359. pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

TheCompanyhasinplaceanAnti-SexualHarassmentPolicy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 had adopted by the Board and can be accessed on the Companys website at the link: http://www.tciil.in/file-basket/Nomination-&- Remuneration-Policy-1458742293.PDF We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. Further, they have registered themselves with Indian Institute of Corporate Affairs for empanelment in the databank of Independent Directors.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

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COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2022-23.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company which this report relates and the date of the report except as otherwise, if any, mentioned in this Directors Report. There had been no changes in the nature of Companys business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the Company has an interest except as otherwise mentioned in this Directors Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation of the trust and confidencereposed by you in the Company and all others, who are connected with the Company in any manner.

	For and on behalf of the
	Board of Directors of
	TCI Industries Limited
	Ravishanker Jhunjhunwala
	Chairman & Independent Director
	DIN: 00231379
Place: Mumbai
Date: May 23, 2023