Dear Members,

The Directors take immense pleasure in presenting 10th Annual Report on the business and operations of TCI Developers Limited (“the Company) along with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March, 2018. Financial Highlights:

Dividend and General Reserve

Keeping in view the absence of adequate profit, your Directors have not recommended any payment of dividend on Shares of the Company for the financial year 2017-18.

There has been no transfer to general reserve during the year.

Share Capital

During the year under review, there was no change in the authorised, subscribed and paid-up share capital of the Company.

Fixed Deposits

During the year under review, your Company had neither accepted nor, there was any outstanding deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 (hereinafter referred as the ‘Act’) and rules made thereunder.

Corporate Social Responsibilities

For the financial year 2017-18, the Company does not fall under the ambit of Section 135 of the Act and rules made thereunder. Accordingly the provisions related to Corporate Social responsibility are not applicable on the Company.

Investor Education and Protection Fund (IEPF)

The details related to IEPF are given in the Corporate Governance report (hereinafter referred as “CGR”) forming part of the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2018, your Company has following Subsidiaries viz.

1) TCI Infrastructure Limited;

2) TCI Properties (West) Limited;

3) TCI Distribution Centers Limited; &

4) TDL Warehousing Parks Limited.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Company is not having any Joint Venture or Associate Companies(ies) as on 31st March, 2018. Directors and Key Managerial Personnel (KMP)

The term of Mr. N K Baranwal, as whole Time Director and Chief Executive Officer was upto 31st March, 2018. The Board recommends his reappointment for a further period of two years. Mr. Vineet Agarwal, Director, is liable to retire by rotation at the ensuing AGM, the brief profile of Mr. Agarwal and other related information has been detailed in the Notice convening the 10th Annual General Meeting of the Company. The Directors recommend his re-appointment as NonExecutive Director of the Company.

During the year under review, Mr. Rupesh Kumar had resigned from the post of Company Secretary w.e.f. 31st May, 2017 and in view of his resignation, the Board had appointed Mr. Nand Lal Thakur as Asst. Company Secretary w.e.f. 2nd November, 2017 in accordance with the applicable provisions of Act and Rules made thereunder read with Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘Listing Regulations, 2015’).

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 the Companies Act, 2013 and Listing Regulations, 2015.

Meeting of Independent Directors

A separate meeting of Independent Directors was held for the year ended 31st March, 2018. Other relevant information regarding the meeting are provided in the CGR forming part of the Annual Report.

Performance Evaluation of the Board as a Whole/Committees/Individual Directors

The Nomination and Remuneration Committee of the Board has laid down the manner for carrying out an annual evaluation of the performance of Board, various Committees and individual Directors pursuant to the provisions of the Act and relevant Rules made thereunder. The Corporate Governance requirements are in compliance with Regulation 17 of Listing Regulations, 2015.

The performance of the Board as a whole was evaluated by the Board of Directors after seeking inputs from all the Directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, committees participation, governance reviews etc.

The performance of the various Committees was also evaluated by the Board after seeking inputs from the Committee members on the basis of aforesaid criteria. Further, the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as transparency, analytical capabilities, performance, leadership, ethics and ability to take balanced decisions regarding various stakeholders etc.

Board and Committees Meetings

The details of the Board Meetings and Committees Meetings held during the financial year 201718 are given in the CGR forming part of the Annual Report.

Director Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state the following, 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 31st March, 2018, all the applicable accounting standards have been followed alongwith 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.

Audit Committee

In terms of requirements of Section 177(8) of the Companies Act, 2013, the relevant details pertaining to composition of Audit Committee are given in CGR forming part of the Annual Report.

Particulars of Contract or Arrangements with Related Parties

There were no materially significant transactions with the related parties during the year, which were in conflict with the interests of the Company and that require an approval of the Company in terms of the Listing Regulations. Accordingly, the disclosure required u/s 134(3) (h) of the Act in Form AOC-2 is not applicable to your Company.

The policy on Related Party Transactions may be accessed on the Company’s website at the following link: http://www.tcidevelopers.com/Policies/Related%20Party%20Transaction%20 Policy.pdf.

Vigil Mechanism/ Whistle Blower Policy

Your Company has in place a Whistle Blower mechanism for providing safeguard against victimization of Directors and employees and to report such instances of any unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. For more information, please refer the Corporate Governance Report.

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.

Risk Management Policy

Your Company has a well-defined risk management policy which establishes a structured and 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.

With the recommendations of the Board, the policy undergoes continuous improvements to allow the Company to optimize risk exposures.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming integral part of this Annual Report.

Corporate Governance Report:

In compliance with the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Statutory Auditor on its compliance is presented in a separate section forming integral part of this Annual Report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return as on 31st March, 2018 is attached as Annexure-I.

Statutory Auditors

During the financial year 2017-18, the Company’s appointed M/s. Luharuka & Associates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory Auditors of the Company to hold office from the conclusion of 9th Annual General Meeting till the conclusion of 14th Annual General Meeting.

The Auditors’ Report does not contain any disqualification and is self-explanatory. Further, no instance of fraud has been reported by the Statutory Auditor under section 143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s Sanjay Grover & Co., Company Secretary, as Secretarial Auditor of the Company for the financial year 2017-18. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure-II to this report.

During the Financial Year 2017-18, there were no such observations / qualifications / remarks by the Secretarial Auditor in their Report, which call for any further comments.

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 Listing Regulations and Section 178 of the Companies Act, 2013 and rules made thereunder. Further details on the Remuneration Policy are available in the CGR forming part of the Annual Report. The disclosures pertaining to remuneration as required under the Companies Act, 2013 is attached as Annexure-III to this report.

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.

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 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.

Human Resources

Your Company has a 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 realises that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.

Policy on sexual Harassment at Workplace

The Company has a zero tolerance policy towards sexual harassment at workplace. The Company has formulated the policy for prevention, prohibition and redressal of sexual harassment at workplace accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

No complaints has been received during the financial year 2017-18.

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;

- Regarding material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and

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

Compliance with Secretarial Standards

The Company has duly complied with secretarial standards issued by the Institute of Company Secretaries of India from time to time pursuant to the provisions of the Companies Act 2013.

Acknowledgement

The Board of Directors of your company wish to express their deep gratitude towards the valuable co-operation 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.

For and on behalf of Board of Directors

Date: 16th May, 2018 D P Agarwal

Place: Gurugram Chairman