Directors' Report

Dear Members

Your Directors have pleasure in presenting the 8th Annual Report on the business and operations together with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March , 2016.

Review of Operations

During the year under review, on Standalone basis, your Company has earned total Income of Rs. 32,004,069 as compared to Rs. 41,781,150 in the previous year and profit after tax is Rs. 10,669,321 as compared to Rs. 24,562,690 in the previous year.

During the year under review, on Consolidated basis, your Company has earned total Income of Rs. 93,609,864 as compared to Rs. 101,488,046 in the previous year and profit after tax is Rs. 24,756,762 as compared to Rs. 31,854,217 in the previous year.

Dividend

For the financial year ended 31st March, 2016, the Board of Directors of your Company have recommended a Fixed Dividend @ 5% on 4,230,000 Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each subject to the approval of shareholders at the ensuing Annual General Meeting. The Board of Directors have not recommended any Dividend on Equity Shares of the Company for the financial year ended 31st March, 2016.

Share Capital

During the year under review, there were no changes in the Share Capital of the Company.

Subsidiaries and Associates

As on 31st March, 2016, your Company has following Subsidiaries viz.

I. TCI Infrastructure Limited

II. TCI Properties (West) Limited

III. TCI Distribution Centers Limited

IV. TDL Warehousing Parks Limited

In accordance with provisions of the Companies Act, 2013, the performance and financial position of the each of the Subsidiaries are set out in the prescribed Form AOC-1, forming part of Annual Report.

There are no Associates of the Company as on 31st March, 2016.

Extract of Annual Return

In accordance with the provisions of section 92 & 134 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2016 in Form MGT-9 is annexed herewith as Annexure-1 to this Report.

Meetings of the Board of Directors

The Board of Directors of your Company met four times during the Financial Year 2015­16.

A detailed information on the Board, its composition, term and reference of various Committee(s) of the Board and attendance of the Directors in the Board/Committee Meetings are provided in the Report of Corporate Governance, forming part of the Annual Report.

Audit Committee

Details about the composition of the Audit Committee is given in Corporate Governance Report forming part of the Annual Report.

Changes in Directors and Key Managerial Personnel

In accordance with the provisions of section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. D P Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Companies Act, 2013, Mr. Amitava Ghosh and Mr. Ashok B Lall were appointed as Non-Executive Independent Directors for a period of two years each commencing from 23rd July, 2014. The term of Mr. Amitava Ghosh and Mr. Ashok B Lall as Non-Executive Independent Directors will expire on 22nd July, 2016. The Company has received notices in writing from two members alongwith deposit of requisite amount under section 160 of the Companies Act, 2013, proposing the candidature of Mr. Amitava Ghosh and Mr. Ashok B Lall for the office of Non-Executive Independent Director of the Company for a second term commencing from 23rd July, 2016. The Board recommends their appointment/re-appointment.

During the year under review, Mr. Mukesh Jain, resigned from the position of Asst. Company Secretary & Compliance Officer of the Company with effect from14th July, 2015. Subsequently, the Board of Directors had appointed Mr. Vinay Gujral as Company Secretary & Compliance Officer and designated him as Key Managerial Personnel of the Company w.e.f 1st January , 2016.

Further, subsequent to resignation of Mr. Vinay Gujral as Company Secretary & Compliance Officer with effect from close of business hours of 31st May, 2016, the Board of Director has appointed Mr. Rupesh Kumar as Company Secretary & Compliance Officer and designated him as Key Managerial Personnel of the Company w.e.f 1st June, 2016.

Board Evaluation

During the year under review, the performance of Independent Directors, Board of Directors, Committees and other Individual Directors were evaluated. The Board of Directors has expressed their satisfaction with the evaluation process. Further, the details of the programmes for familiarization 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 other related matters may be accessed on Company's website www.tcidevelopers.com .

Policy on Directors' Appointment and Remuneration

A policy on Directors' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, as adopted by the Board of Directors, is given in Corporate Governance Report forming part of the Annual Report.

Independent Directors

All the Independent Directors have submitted declarations, confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Further, during the year, there had been no change in the circumstances which may affect their status as Independent Director.

Auditors

Statutory Auditor and Auditors' Report

M/s. M. Gandhi & Co., Chartered Accountants, Bangalore, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. Members are requested to re-appoint them and authorize the Board to fix their remuneration.

The Auditors' observations are self-explanatory and do not call for any further comments.

Secretarial Auditor

During the year under review, M/s. S. Grover & Co., Practicing Company Secretaries, New Delhi were appointed as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Auditor Report for the financial year ended 31st March , 2016 is annexed herewith marked as Annexure-2 to this Report.

The Secretarial Auditor Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

Risk Management

Since the Company is into the Real Estate development activity, it is exposed to all the risks and concerns attached with the Real Estate activity as a whole. The Risk Management activity is overseen by the Audit Committee on a continuous basis. The Committee oversees Company's process & policies for determining risk tolerance, review management's measurement and comparison of overall risk tolerance to the established levels.

Statement of particulars of Employees and related disclosures

No employee of the Company was in receipt of the remuneration which exceeds the limit as prescribed under section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-3.

Significant and Material Orders passed by the Regulators or Court

There are no significant and material order(s) passed by any Regulators/Court that would impact the going concern status of the Company.

Public Deposits

During the year under review, your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

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

The particulars of the Loans given, Investments made, Guarantees given and Securities provided as on 31st March , 2016 are provided in Standalone financial Statement forming part of Annual Report.

Internal Control System

Your Company has requisite internal control system in place including internal financial control and these are sufficient and functioning effectively. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Corporate Social Responsibility

During the year under review, the provisions of section 135 of the Companies Act, 2013 are not applicable on the Company.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the Provisions of sub section (9) and (10) of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has established a Whistle Blower Policy for Directors and Employees to report

their genuine concerns and provide adequate safeguard against victimization of person who use such mechanism. The Whistle Blower Policy is placed on the website of the Company www.tcidevelopers.com .

Transaction with Related Party

All transaction entered with Related Parties for the year under review were on arm length basis and in the ordinary course of business. The particulars of Material Related Parties Transactions i.e transactions exceeding 10% of the Annual Consolidated Turnover as per last Audited Financial Statement entered by the Company is annexed herewith as Annexure-4.

The Policy on Related Party Transactions may be accessed on the Company's website www.tcidevelopers.com .

Corporate Governance

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on the Corporate Governance practices followed by the Company and the Certificate from the Company's Auditor confirming compliance with the conditions of Corporate Governance is attached to this Report.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report as required under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 is forming part of this Annual Report.

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

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost.

B. Technology Absorption

We are well 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 were no inflow or outgo of Foreign Exchange.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:

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

b) That they 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;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively; and

f) That proper internal financial controls have been laid down and that such internal financial controls are adequate and are operating effectively.

Acknowledgments and Appreciation

Your Directors would like to express their sincere appreciation for the assistance and co­operation received from the financial institutions, banks, Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives.

For and on behalf of the Board of Directors

D P Agarwal

Chairman

Place : Gurgaon

Date : 28th May, 2016