Tourism Finance Corporation of India Ltd Directors Report.

To the Members:

1. Presentation of the Annual Report

Your Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of the Company and the audited accounts for the financial year 2017-18.

2 Financial Results

The Companys financial performance for the year ended 31st March, 2018 is summarized below:

(Amount in Crore)

Particulars 2017-18 2016-17
A. Operational Results
1 Total Income 227.17 208.54
2 Total Expenditure 118.33 114.88
3 Operational Profit before provision and taxes 108.84 93.66
4 Exceptional Income from the sale of property - 23.36
5 (Provision) for doubtful debts/investment - (20.00)
6 Profit before Tax 108.84 97.02
7 Provision for Tax 33.53 26.59
8 Profit After Tax 75.31 70.43
B. Appropriation of Profit
9 Opening Balance in Profit & Loss Account 10.02 7.23
10 Less: Provision for doubtful debts u/s 36(1)(viia) of the Income Tax Act, 1961 4.10
C. Profit Available For Appropriation
11 Special Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 16.48 17.51
12 Special Reserve u/s 45 IC of RBI Act 15.06 14.09
13 Transfer to General Reserve 20.00 15.00
14 Proposed Dividend - 16.14
15 Provision for Dividend Tax - 3.28
16 TDS Credit Rejection for earlier years - 1.62
17 Closing Balance in Profit and Loss Account 29.69 10.02
81.23 77.66

3. Operational Performance

TFCI closed another year 2017-18, with good operational results having positive impact on the financials of the company with better future prospects. During 2017-18, TFCI achieved sanctions of Rs.1272.30 crore as against previous year sanctions of Rs.974.80 crore. TFCI made disbursement of Rs.692.98 crore as against previous year disbursement of Rs.487.37 crore. TFCI has major exposure in financing of tourism projects particularly hotels in 5-star and 3-star segments and shall strive to have a mix of portfolio by lending to other sectors for short/medium term without compromising its focus on tourism. TFCI has been selecting tourism projects for financing diligently resulting into low stress factor on its balance sheet. TFCI recorded total operational income of Rs.227.17 crore (PY: Rs.208.54 crore), profit before tax of Rs. 108.84 crore (PY:Rs.97.02 crore) depicting growth of 12.18% and profit after tax of Rs.75.31 crore (PY: Rs.70.43 crore). The balance sheet size has increased to Rs.2007.44 crore for the year under review as compared to that of Rs. 1700.30 crore depicting growth of about 18%. Your company has recorded gross NPAs of Rs.33.30 crore (1.63% of total assets) as on 31st March, 2018 despite stress recorded all over in the entire banking system.

Your company continues to explore possibilities for new businesses and has been on the look out for existing customers who might have financial requirements for setting up new projects, renovation, modernisation and or expansion. However, to ensure increase in its balance sheet size your Company decided to concentrate on take-over financing of potentially viable projects so as to ensure quick disbursement. Your Company expects ample opportunities in appraisal, advisory services, syndication of debts etc. resulting in non-fund based income for the Company. Besides, TFCI has been actively pursuing consultancy assignments for Private Sector and State Governments and their agencies.

3.1. Asset Quality:

The stressed assets posed continued challenges to the banking sector during the year. The subdued macroeconomic environment and tepid demand scenario in the past 7 years had also affected the tourism sector and thus adversely affecting TFCIs sanctions and disbursements and recovery from assisted concerns. Your Company followed strict appraisal criteria based on cash flow generating capacity of the project and adhered to the prudential norms for Non-Performing Assets (NPAs) prescribed by the regulatory authority. During the financial year 2017-18, no new account was downgraded and TFCI has been able to recover Rs.27.52 crore from non-performing/ Written-off

accounts (Principal: Rs.3.23 crore, Interest:Rs.23.87 crore & other charges: Rs.0.42 crore). Further, one NPA account of Rs.36.32 crore was upgraded to standard asset in view of satisfactory credit record post restructuring as per extant RBI norms. As a result the Gross NPA reduced from Rs.81.12 crore to Rs.33.30 crore as on March 31, 2018. As all these accounts are fully secured, your Company is confident of realising the entire over dues alongwith further interest/principal during the current year. However, TFCI has made adequate provisions in the books of accounts. The Net NPAs of the company as on March 31, 2018 were Rs.1.22 crore (PY: Rs.43.02 crore) representing 0.06% of the total assets.

4 Contribution to Tourism and Infrastructure Sector by TFCI

Your Company is the only institution in the country exclusively funding tourism projects with more than 29 years of existence. It has effectively played its main objective of catalysing investment in tourism sector thereby assisting the nation in creation of tourism infrastructure besides generating employment through tourism. Since inception, TFCI has been instrumental for creation and addition of 50350 hotel rooms in the country representing almost equal to 30% of the room capacity as on date. With the financial assistance provided by TFCI, the tourism related projects has provided direct employment to about 93286 persons. The assistance provided to more than 863 projects by TFCI has also led to catalysing investments to the tune of Rs.30182 Crore in the tourism and other sectors.

5. Dividend

The Board of Directors have recommended dividend of Rs.2 per Equity Share i.e. @ 20% on the paid-up Equity Share Capital for the financial year ended March 31, 2018. The total payout on account of payment of dividend will be Rs.16.14 Crore besides dividend tax of Rs.3.32 crore subject to approval by the shareholders.

The dividend will be paid to those members whose names appear in the Register of Members as on August 10, 2018 in respect of shares in physical form. The dividend will be paid on the basis of beneficial ownership as per details to be furnished by the Depositories i.e National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the end of business on August 3, 2018 in respect of shares held in dematerialized form.

6. Resource Mobilization

Your Company constantly monitors its resource base and taps the appropriate opportunity to minimize the weighted average cost of funds. During the year, your Company met its fund requirements for disbursement as well as repayment/redemption of loans by way of financial assistance from banks on short term basis and

internal accruals. TFCI has tied up with various banks for financial assistance to meet its future requirement of resources. Further, your Company proposes to raise funds through issue of commercial paper or bonds depending upon the interest rate scenario in the market. Your Company is confident of meeting the funds requirements by raising resources at competitive rates. The Company has not invited any deposit from the public under Section 73 and 74 of the Companies Act, 2013 during the year under review. There was no public deposit outstanding as at the beginning or end of the year ended on March 31, 2018.

7. Regulatory Compliances

Your Company has been classified as Systematic Important Non-Deposit Accepting Non-Banking Financial Company. RBI has been issuing guidelines from time to time with regard to capital adequacy standards, income recognition, asset classification, provisioning and other related matters. The accounting policies of your Company conform to these guidelines. The capital adequacy for your Company stands at a comfortable level of 42.28% as on the March 31, 2018 as against the prescribed norm of 15%.

8. Managements Discussion and Analysis Report

Managements Discussion and Analysis report containing Industry outlook, its environment, outlook for tourism and other details as stipulated in the SEBI (LODR) Regulation is presented in a separate section forming part of the Directors Report.

9. Directors and Key Managerial Personnel

During the year, Shri Rudhra Gangadharan I.A.S. (Retd.) was appointed as an additional director(s) in the Independent Category on June 30, 2017 by the Board of Directors for a period upto 5 (Five) years. His appointment was approved by shareholders in the 28th Annual General Meeting held on September 25, 2017. Members also approved the re-appointment of Shri Niraj Agarwal as Non-Executive Non-Independent Director who is liable to retire by rotation and also reappointed Shri S.Ravi and Shri S.Sridhar as Independent Director(s) for second term of 5 (Five) years. During the year, Shri Sanjeev Kaushik, Non-Executive Chairman resigned as Director which was accepted by the Board of Directors w.e.f. September 22, 2017. Ministry of Finance, Department of Financial Services, Govt. of India vide letter dated November 29, 2017 advised that consequent upon disinvestment of majority stake of IFCI Ltd. in TFCI Ltd., the Government of India has decided to withdraw its nominee director Shri A.K.Dogra and he ceased to be director w.e.f. December 8, 2017. Shri B.N.Nayak, Director had resigned from the Board of Directors of the Company and his resignation has been accepted w.e.f. March 26, 2018. Shri Bapi Munshi was appointed as an Additional Director in Independent Category w.e.f. February 1, 2018 for a period of 5

years subject to the approval of the shareholders in the forthcoming Annual General Meeting by way of Special Resolution. The tenure of Shri S.C.Sekhar, Independent Director was upto 17th March, 2018. The Board of Directors has approved re-appointment of Shri S.C.Sekhar as Independent Directors for second term of 5 (five) years w.e.f. March 18, 2018 upto February 28, 2023 subject to approval of shareholders by way of Special Resolution in the next Annual General Meeting.

Further, as per the terms of appointment, the tenure of Shri Satpal Kumar Arora, former Managing Director was upto March 31, 2018 i.e. till he attained the age of 60 years. The Board of Directors at the meeting held on March 26, 2018 extended the tenure of Shri Satpal Kumar Arora, Managing Director for further period of 3 months i.e. upto June 30, 2018 subject to the approval of the shareholders in the forthcoming Annual General Meeting. However, Shri Satpal Kumar Arora submitted his resignation as Managing Director/Director of the Company which was accepted by the Board of Directors w.e.f. May 15, 2018. The Board of Directors appointed Shri B.M.Gupta, Executive Director as Manager of the Company w.e.f. May 16, 2018 till joining of the new Managing Director.

The Board appreciates the contribution made by the outgoing directors viz. Shri Sanjeev Kaushik, Shri A.K.Dogra, Shri B.N.Nayak and Shri Satpal Kumar Arora. In terms of the provisions of the Companies Act read with Article 135 of the Articles of Association of the Company, Shri Niraj Agawal would retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. The Board recommends the reappointment of Shri Niraj Agawal and Shri S.C.Sekhar in the forthcoming Annual General Meeting. The tenure of Shri K.B.N.Murthy is upto January 21, 2019 and the Board of Directors has recommended re-appointment of Shri K.B.N.Murthy as Independent Director for second term w.e.f. January 22, 2019 till December 31, 2023 subject to approval of shareholders by way of Special Resolution in the next Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as required under Section 149 of the Companies Act 2013 and the SEBI (LODR) Regulation.

9.1 Performance Evaluation of the Board

The Companies Act, 2013 and SEBI (LODR) Regulation stipulate the performance evaluation of the Directors including Chairperson, Board and its Committees. Accordingly, your Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination & Remuneration Committee and approved by the Board.

The process of evaluation has been stipulated

for the entire Board for its own performance and that of its committees, Independent directors and other directors based on parameters such as the attendance; participation and contribution; responsibility towards stakeholders; exercise their duties with due and reasonable care, skill and diligence and exercise of independent judgment. The Committee of independent Directors evaluated the performance of NonIndependent Directors including Chairman, Managing Director. Similarly, the NonIndependent Directors evaluates the performance of Independent directors. On the basis of the report of performance evaluation, it is determined whether to extend or continue the term of appointment/reappointment of the Independent and other Director(s).

9.2 Director Orientation Program

The Directors on regular basis are made aware of the business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of Independent directors, etc. Further, business updates, legal updates and industry updates are made available to Independent Directors, especially to the Audit Committee members on an ongoing basis by internal teams, external consultants, statutory and internal auditors. A special programme for Directors was organised on 28th June, 2018 to familiarise them with the implementation of Ind AS through the outside consultants.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: policies.html

9.3 Details of Board meetings

During the year, 6 Board Meetings were held on May 29, 2017, July 31, 2017, November 1, 2017, January 9, 2018, February 7, 2018 and March 26, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details about the meetings of Audit Committee and other Committees are provided in the report on Corporate Governance which forms part of this Directors Report.

9.4 Appointments/Resignations of the Key Managerial Personnel

During 2017-18, Shri Satpal Kumar Arora, former Managing Director; Shri Anoop Bali,

Chief Financial Officer and Shri Sanjay Ahuja, Company Secretary were the Key Managerial Personnel as per the provisions of the Companies Act, 2013. Shri Satpal Kumar Arora submitted his resignation as Managing Director/Director of the Company which was accepted by the Board of Directors w.e.f. May 15, 2018 and Shri B.M.Gupta, Executive Director was appointed as Manager of the Company w.e.f. May 16, 2018 till joining of the new incumbent. There is no change in other Key Managerial Personnels.

9.5 Companys policy on appointment and remuneration

Your Company has constituted Nomination and Remuneration Committee of Directors and the Nomination and Remuneration Policy of your Company has been formulated in compliance of applicable guidelines and rules. The Nomination and Remuneration Committee undertakes a process of Due Diligence based on the criteria of qualifications, technical expertise, track record, integrity etc. for appointment of Independent Directors and other Directors. The basic objective of ascertaining the fit and proper criteria is to put in place an internal supervisory process on a continuing basis and to determine the suitability of the person for appointment / continuing to hold appointment as a Director on the Board of the Company. The Nomination and Remuneration Policy may be accessed on the Companys website at the link: Remuneration Policy I. Board Level Remuneration Structure

(a) For Managing Director/Whole-Time Director - The remuneration is paid, as approved from time to time, subject to the approval of the Board and Shareholders as the case may be and as per the applicable provisions of Companies Act, 2013 and under any other Act/ Rules/ Regulations for the time being in force.

(b) In case of Non-Executive / Independent Directors

During FY2017-18, the Non-Executive Directors (except Government Servants) were paid sitting fees Rs.20,000 and Rs. 10,000 (plus service tax) per meeting upto January 8, 2018 for attending the meetings of Board and its Committees respectively. The Board revised the sitting fee w.e.f. January 9, 2018 to Rs.40,000 and Rs.20,000 (plus tax) per meeting for attending the meetings of Board and its Committees respectively. The Sitting Fees may be revised by the Board of Directors, subject to the overall limits as prescribed under the applicable provisions.

No Director, who is a Government Servant, is entitled to receive any remuneration except as authorized by the Government.

II. In case of Key Managerial Personnel and other Employees -

1. The pay structure, allowances, facilities etc. of Key Managerial Personnel and all the regular employees are as per the pay scale, allowances and other facilities etc. as may be approved by the Board and its committee from time to time in line with the salary structure prevalent in other similar organization such as RBI/NABARD/ IFCI. The Performance Linked Incentives both for the Managing Director/Senior Management / Other employees is as per the Board approved scheme.

10. Directors Responsibility Statement

In compliance of Section 134(5) of the Companies Act, 2013, your Directors confirm:

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

(b) the directors had 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;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10.1Your Directors confirm compliance of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India by the Company.

11. Dematerialization of Shares and nomination facility and listing at Stock Exchanges

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form.

Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form.

Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Limited.

Your Companys equity shares are listed with Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid the Annual Listing Fees to said Stock Exchanges for the financial year 2017-18and 2018-19. The addresses of the said Stock Exchanges are stated elsewhere in the Annual Report.

11.1 Change in Shareholding

During September, 2017, IFCI the original promoter shareholder, sold 24% shares and Redkite Capital Pvt. Ltd. alongwith Person Acting in Concert (PAC) namely Koppara Sajeeve Thomas, India Opportunities III Pte. Limited, Centrum Capital Ltd. and others had acquired approx. 21% shares in TFCI. Your Company has received communication dated May 18, 2018 from IDFC Bank Ltd. (Manager to open offer) regarding public announcement for making open offer by Redkite Capital Pvt. Ltd. (Acquirer) alongwith India Opportunities III Pte. Limited (PAC 1), Koppara Sajeeve Thomas (PAC 2) for acquisition of up to 20,986,355 equity shares of Rs.10 each of TFCI, constituting 26% of the voting equity share capital at a price of Rs.157.20 per Equity Share ("Offer Price"). The Acquirer alongwith PACs have filed the draft letter of offer (DLoF) with SEBI on 1st June, 2018. As per the DLoF, the Acquirer alongwith PACs propose to acquire upto 26% of the Voting Share Capital of the Company under the Open Offer. Accordingly, the Acquirer shall become the promoter of the Company and have management control over the Company subject to approval from SEBI, RBI and other regulatory authorities. The Company shall continue to be managed by the Board of Directors which shall have representative of acquirer alongwith PAC. The Board of Directors considered and approved the proposal for submitting an application with RBI regarding intention to change control/ management as per the recommendation of the Nomination and Remuneration Committee and for publishing public notice subject to the necessary approval of the Reserve Bank of India, SEBI or any other necessary approval and also upon Acquirer/PACs acquiring minimum 26% equity shares of the Company.

12. Auditors

In terms of the provision of Section 139(1) of the Companies Act 2013, the Board of Directors on

the recommendation of the Audit Committee of the Board subject to its confirmation by the members/ shareholders in the Annual General Meeting approved appointment of M/s Suresh Chandra & Associates, Chartered Accountants as Statutory Auditors of TFCI for a period of five years effective from the financial year 2017-18 for a fee of Rs.5 lakh plus applicable tax, subject to review every year by the Board of Directors and ratification by the members/shareholders at every Annual General Meeting of the Company. However, Companies Amendment Act, 2017 read with notification dated 7.5.2018 deleted provision of annual ratification of appointment of Auditors. As such, no resolution for approving the ratification of appointment of Statutory Auditors has been proposed in the notice.

12.1 Auditors Report

The Auditors Report alongwith notes to accounts referred to in the Auditors Report is self-explanatory and there are no qualifications in the report.

12.2 Secretarial audit

In terms of Section 204 of the Act and Rules made there under, M/s Arun Kumar Gupta & Associates, Practicing Company Secretary, were appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3 to this report. The report is selfexplanatory and do not call for any further comments.

13. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees is drawing remuneration in excess of the limits set out in the said rules.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 1.

13.1Committee on Sexual Harassment

Your company is fully committed to take appropriate measures against Sexual Harassment of Women at Workplace as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. No Complaints has been received in this regard during the year.

14. Energy Conservation, Technology Absorption and Foreign Exchange Earning and outgo

The particulars relating to energy conservation and technology absorption, as required to be disclosed under Section 134 of the Companies Act, 2013read with the Companies (Accounts) Rules, 2014 is not required

as your Companys operations do not involve in manufacturing or processing activities. However, while vetting the proposals received for sanction of financial assistance, the aspect of energy conservation, in case of assisted concerns, is given due consideration. The particulars regarding Foreign Exchange earnings and outgo are as follows:

i) Total foreign exchange outgo : Nil

ii) Total foreign exchange earnings : Nil

15. Transfer of amount to Investor Education and Protection Fund

Your Company has transferred unclaimed/unpaid dividend and shares to Investor Education Protection Fund (IEPF) as required under the provision of the Companies Act, 2013 upto and including financial year 2009-10.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e September 25, 2017), with the Ministry of Corporate Affairs.

16. Corporate Social Responsibility

Your Company has constituted Corporate Social Responsibility (CSR) Committee of Directors and the CSR Policy of your Company has been formulated for implementation in Compliance with the provision of Section 135 of the Companies Act, 2013 and Rules made thereunder. The Corporate Social Responsibility Policy (CSR Policy) may be accessed on the Companys website at the link: The Corporate Social Responsibility (CSR) policy has been approved with a philosophy:-

• To support activities aimed at development of human skills particularly needed for tourism sector.

• To support activities/projects which would promote tourism in the country including protection of national heritage of art and culture, restoration of building and sites of heritage importance, work of art, promotion and development of traditional art, handicraft etc.

• To support activities which help cleaner, greener and healthier environment and thereby enhancing TFCIs perception as a social responsible entity.

Your Company during the year under review has undertaken CSR activities/projects during the year 2017-18 amounting Rs.169.70 lakh (2% of the average net profit of the last three years) in compliance with CSR objectives and Policy of the Company and the total CSR approved amount of Rs. 169.70 lakh was spent. The detail report on the CSR contribution made during the year 2017-18 is annexed as Annexure 2.

17. Corporate Governance and other disclosures

Your Directors reaffirm their continued commitment to good corporate governance practices and endorse Corporate Governance practice in accordance with the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your company has complied with all the mandatory requirements of the said clause. The Report on the Corporate Governance as stipulated under SEBI (LODR) Regulation forms part of the Annual Report. The requisite Certificate from the M/s Arun Kumar Gupta & Associates, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (LODR) Regulation is attached to this report as Annexure 4.

17.1 Vigil mechanism

Pursuant to the requirement of the Companies Act 2013 and SEBI (LODR) Regulation, the Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Audit Committee. Employees may also report directly to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://

17.2 Related party transactions

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.

There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company during the year. The Companys related party transactions are generally with its Associates. The related party transactions are entered into based on synergy in operations, long-term strategy for sectoral investments and profitability. All related party transactions are on an arms length basis, and are intended to further the Companys interests. Your Directors draw attention of the members to Note 24 to the financial statement which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board may be accessed on the Companys website at the link: http:// .

17.3 Extract of Annual Return

Pursuant to section 92(3) of the Companies Act,

2013 (‘the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is may be accessed on the Companys website at the link: as per Annexure 3.

17.4 Statement containing salient features of financial statements of subsidiaries

Your Company does not have any subsidiary or Holding Company.

17.5 Documents placed on the Website

Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, the Company is required to place various Policies/Documents/ Details on the website of the Company. The Company has a functional website and all the requisite information is being uploaded thereat.

17.6 Risk Management Policy

The Company has developed and implemented the Risk Management policy and Asset Liability Management Policy and the Risk Management Committee of the Board reviews the same periodically. Your Company has also constituted ALM Committee (ALCO) and Risk Management Committee for reviewing/ implementing ALM policies and for managing the liquidity risk as well as interest-rate and other risks. ALCO meets every month and reviews the cash flows as well as the prevailing interest rate scenario, its likely impact on the profitability and the steps to be initiated for effectively meeting the liabilities on the due dates. ALCO is also responsible for ensuring adherence of limits set by the Board as well as deciding business strategies of TFCI in line with the overall budget and risk management policy. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its planned objectives. The Companys management systems, structures, processes, standards, code of conduct and behaviours together form the System that governs how it conducts the business of the Company and manages associated risks.

17.7 Significant and material orders passed by the regulators

During the year under review, no significant and/or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations. Your Company is registered with RBI as NBFC-ND-SI and not registered with any other financial sector regulators. No penalties were levied during FY2017-18 by any regulators.

17.8 Internal financial controls

The Company has in place set of standards, processes and structure which enable to implement internal control system and ensure that same are adequate and operating effectively.,

17.9 Particulars of Loans given, Investments made, Guarantees given and Securities provided

Your Company is a specialised financial institution registered as Non-Banking Finance Company (NBFC- ND-SI) with RBI. It provides financial assistance to tourism related/other projects in the ordinary course of business against the mortgaged security. The details particulars may be referred to in the financial statements.

17.10 Segment Reporting

Accounting Standard 17 regarding Segment-wise Reporting does not apply to your Company since revenues are primarily derived from only one segment i.e.financing of projects by way of loan or investments.

17.11 Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of the Directors report i.e. June 29, 2018.

18. Acknowledgements

The Board expresses and places on record their gratitude for the consistent support and guidance given by the promoter and other shareholders and Banks. Your Directors wish to place on record their sincere gratitude to valued customers, bankers, investors and members for their continued patronage.

The Board also acknowledges and appreciates the guidance and co-operation extended by the Ministry of Finance, Ministry of Tourism, Government of India, and Reserve Bank of India, Securities & Exchange Board of India, Stock Exchanges and Depositories.

The Board also appreciates and acknowledges the contribution made by the employees whose concerted efforts and dedicated services contributed to sustained growth and performance of the Company.

For and on behalf of the Board of Directors

S.Ravi B.M. Gupta

(Non-Executive Chairman) (Executive Director)

Date : 29.6.2018

Place : New Delhi