Dear Members,
Your Board of Director's (the "Board") have immense pleasure
in presenting the Twenty-Ninth (29th) Annual Report ofTransport Corporation of
India Ltd., (the "Company" or "TCI") together with the Audited
Financial Statement (Standalone and Consolidated) for the Financial Year ("F.Y")
ended 31st March, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance for the financial year ended 31st
March, 2024:
(' in Mn)
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
(% Growth) |
FY 2023-24 |
FY 2022-23 |
(% Growth) |
Total Revenues |
37,134 |
34,925 |
6.32% |
40,700 |
38,128 |
6.75% |
Profit before tax &
exceptional items |
3,597 |
3,439 |
4.59% |
3,905 |
3,674 |
6.29% |
Exceptional item |
17 |
10 |
70.00% |
24 |
34 |
(29.41)% |
Profit before tax |
3,580 |
3,429 |
4.40% |
3,881 |
3,640 |
6.62% |
Tax |
301 |
394 |
(23.60)% |
336 |
434 |
(22.58)% |
Profit after tax |
3,279 |
3,035 |
8.04% |
3,545 |
3,206 |
10.57% |
EPS (Basic) (in ') |
42.23 |
39.18 |
7.78% |
45.18 |
40.96 |
10.30% |
EPS (Diluted) (in ') |
42.12 |
39.05 |
7.86% |
45.06 |
40.83 |
10.36% |
FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
On consolidated basis, the revenues were at ' 40,700 Mn as
compared to ' 38,128 Mn in the previous year with a growth of 6.75% while the
profit after tax stood at ' 3,545 Mn as compared to ' 3,206 Mn in the
previous year resulting in growth of 10.57%. On standalone basis, the revenues were at '
37,134 Mn as compared to ' 34,925 Mn in the previous year with a growth of 6.32%
while the profit after tax stood at ' 3,279 Mn as compared to 3,035 Mn in the
previous year with an increase of 8.04%.
TRANSFER TO RESERVES
For FY 2023-24, ' 2,000 Mn were transferred to General Reserves.
STATE OF AFFAIRS
The performance of the Company is detailed out in the Management
Discussion and Analysis Report ("MDA"), which forms part of the Annual Report.
DIVIDEND
In terms of Regulation 43A of the Listing Regulations, the Board of
Directors of the Company had adopted the Dividend Distribution Policy which is available
on the Company's website at https://cdn.tcil.in/website/tcil/policies/Dividend%20Distribution%20Policy.pdf.
Your Board, after considering the above policy, is pleased to recommend
a dividend of ' 2 per Equity Share of the face value of ' 2 each (@ 100%),
payable to those Shareholders whose names appear in the Register of Members as on the Book
Closure / Record Date. The payment of final dividend is subject to the approval of
Shareholders in the ensuing Annual General Meeting ("AGM").
Further, In line with the above policy, the Board during the year, has
declared and paid interim dividends as tabulated below:
Dividend Type |
% of Dividend |
Dividend per Share (in ?) |
Date of Declaration |
1st Interim
Dividend |
125 |
2.50 |
30th October, 2023 |
2nd Interim
Dividend |
125 |
2.50 |
2nd February, 2024 |
the Company, based upon the recommendations of the Audit Committee, in
their respective meetings held on 30th October, 2023.
The first motion petition was subsequently filed with the Hon'ble NCLT
of Hyderabad on 19th December, 2023, in this regard. Further, in the hearing
held on 11th February, 2024, Hon'ble NCLT had dispensed off with the
requirement of holding meetings of secured and unsecured creditors and the shareholders of
the Company and the order to this effect was received.
Following the hearing for the second motion petition on 9th
May,
CHANGE IN NATURE OF BUSINESS
There was no change in nature of the business of the Company during the
financial year ended on 31st March, 2024.
MATERIAL CHANGES AND COMMITMENTS
Merger of TCI Ventures Ltd. and Stratsol Logistics Pvt. Ltd., wholly
owned subsidiaries, with the Company
During the year under review, Your Board had approved the Scheme of
Amalgamation involving merger of TCI Ventures Ltd. & Stratsol Logistics Pvt. Ltd., the
wholly owned subsidiaries, with
2024, the Hon'ble NCLT has scheduled the next date of hearing as 20th
June, 2024.
SHARE CAPITAL
During the year under review, 180,850 Equity Shares were allotted to
the eligible employees of the Company upon exercise of stock options. Consequently, the
Paid up Share Capital stood increased from ' 155,126,900 divided into 77,563,450
Shares of ' 2/- each to ' 155,488,600 divided into 77,744,300 Shares of '
2/- each.
These Shares rank pari passu with the existing Equity Shares of the
Company, in all respects. The Company has not issued any Equity Shares with differential
rights, sweat Equity Shares or bonus Shares and buyback of shares during the year under
review.
During the year under review, there is no change in the Authorized
Share Capital of the Company.
Details of Employee Stock Option Plan
Pursuant to Employee Stock Option Plan 2017- 3rd, 4th
and 5th tranche, 180,850 Equity Shares were allotted to the eligible employees
of the Company during the year under review.
With regard to the above, the disclosures as stipulated under the SEBI
Regulations as on 31st March 2024 are provided in Annexure-I to this
report.
TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF
The details of unpaid or unclaimed dividend(s) & Shares transferred
to Investor Education and Protection Fund ("IEPF") during the year, pursuant to
the applicable provisions of the Companies Act, 2013 ("the Act"), read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s)
which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate
Governance Report ("CGR") forming part of this Annual Report.
SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 9 subsidiaries, 1 Joint venture Company and 1 Associate
Company.
During the Year, following changes took place:
a. W.e.f 7th August, 2023, TCI Holdings SA & E Pte
Limited wound up and thus ceased to be the Subsidiary of the Company.
b. The Company Incorporated a wholly owned subsidiary in Dubai i.e.,
TCIL Middle East Logistics Services L.L.C. on 3rd October, 2023.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries in
Form AOC-1 is attached to the financial statements of the Company.
The audited financial statement including the consolidated
financial statement of the Company and annual accounts of the
subsidiaries are available on the website of the Company at www.tcil.com. Any
Shareholder interested in obtaining copy of the same may write to the Company Secretary at
secretarial@tcil.com.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is placed on the Company's website at the link:
https://cdn.tcil.in/website/tcil/policies/
Policy%20on%20Material%20Subsidiary%2004.08.2021.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Appointment/Reappointment/Cessation/Resignation by Independent
Director:
Mr. S Madhavan ceased to be Director of the Company post
completion of his tenure as Independent Director effective from 11th February,
2024. Based upon the recommendations of the Compensation/Nomination and Remuneration
Committee ("CNRC"), the Board of Directors appointed Mr. Avinash Gupta as an
Additional Director in the capacity of Non-executive Independent Director w.e.f 30th
October, 2023 for a period of 5 consecutive years. The Shareholders approved the
appointment of Mr. Avinash Gupta on 27th January, 2024 through Postal Ballot.
Ms. Gita Nayyar Independent director of the Company would be
completing her 1st term of five years on 23rd May, 2024, pursuant to
the recommendations of the Compensation/Nomination and Remuneration Committee and subject
to the approval of the Shareholders, the Board at their meeting held on 15th
May, 2024, has approved her re-appointment as Independent Director for a further term of 5
consecutive terms.
Mr. Ravi Uppal would be completing his 1st term as
Independent Director of the Company on 27th October, 2024. Based upon the
recommendations of the Compensation/Nomination and Remuneration Committee and subject to
the approval of the Shareholders, the Board at their meeting held on 15th May,
2024 has approved his re-appointment as Independent Director for a further term of 5
consecutive terms.
Furthermore, Mr. Ravi Uppal shall attain age of 75 years during the
proposed second term. A resolution proposing his continuation of term on attaining age of
75 years during his second term pursuant to Regulation 17(1 A) of SEBI Listing
Regulations, forms part of the Notice of AGM.
B. Retirement by rotation and subsequent reappointment
As per the provisions of Section 152 of the Act, Ms. Urmila Agarwal and
Mr. Chander Agarwal are retiring by rotation and being eligible, offer themselves for
re-appointment. A resolution seeking approval of the members for reappointment and their
brief resume along with other details as stipulated under the SEBI Listing Regulations,
form part of the Notice of the AGM.
C. Key Managerial Personnel ("KMP")
During the year, Mr. Manoj Kumar Tripathi was categorized as KMP with
effect from closing business hours of 31st July, 2023 and with effect from
closing business hours of 18th September, 2023 he has been appointed as CEO-TCI
Supply Chain Solutions (TCI SCS) in place of Mr. Jasjit Singh Sethi, the erstwhile CEO of
the division.
Mr. Jasjit Singh Sethi, KMP, has been re-designated as Chief Strategy
Officer of the Company with effect from closing business hours of 18th
September, 2023.
Apart from the above, there was no change in KMPs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a. i n the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b. t he 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 FY
2023-24 and of the profit of the Company for that period;
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
operating effectively; and
f. adequate systems and processes, commensurate with the size of the
Company and the nature of its business, have been put in place by the Company, to ensure
compliance with the provisions of all applicable laws and that such systems and processes
are operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent
Directors of the Company in accordance with the provisions of Section 149(7) of the
Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013.
The Independent director have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his ability to discharge his duties with an objective independent judgment and
without Independent director have also confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy of the Company on Directorst appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a Director and other matters, as mandated under Section 178 of the Act, is available on
the Company's website at the link: https://cdn.tcil.in/website/tcil/policies/
Nomination%20and%20Remuneration%20Policy.pdf The brief particulars are given in the
CGR, forming part of the Annual Report.
The details with respect to training and familiarization programs can
be accessed at https://tcil.com/wp-content/uploads/2024/04/
Nomination-and-Remuneration-Policy.pdf.
BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The CNRC has defined the evaluation criteria and procedure for the
Performance Evaluation process for the Board, its Committees and Directors. ln a separate
meeting, the Independent Directors evaluated the performance of Non-Independent Directors,
performance of the Board as a whole and the Committees of the Board.
They also evaluated the performance of the Chairman taking into account
the views of Executive Directors and Non-Executive Directors. The same was discussed in
the CNRC and Board Meeting that followed the meeting of the Independent Directors, at
which the feedback received from the Directors on the performance of the Board and its
Committees was also discussed.
D. Cost Audit & Records
The Company is required to maintain cost records of its Energy Division
as specified by the Central Government under Section 148(1) of the Act. Accordingly, the
Company has been maintaining the required records.
The Company does not falls under the statutory limit as prescribed
under Section 148 of the Act and rules made thereunder for conducting Cost Audit.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act, is given under Annexure-III
to this Report.
The statement as required under Section 197(12) of the Act & rules
made thereunder, is provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to the members excluding the aforesaid
annexure.
In terms of Section 136 of the Act, the said annexure is open for
inspection and any shareholder interested in obtaining a copy of the same may write to the
Company Secretary at secretarial@tcil.com.
PARTICULARS OF LOAN/GUARANTEE/INVESTMENT
The details of loans, guarantees and investments covered under Section
186 of the Act form part of the Notes to the financial statements and are provided in this
Annual Report.
PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATED PARTY
During the year under review, all contracts / arrangements /
transactions entered by the Company with the related parties were in the ordinary course
of business and on arm's length basis.
There were no transactions during the year under review attracting the
provisions of Section 188(1) of the Act. Hence, information in Form AOC-2 is not
applicable.
Further, during the year, the Company had not entered into any
contract(s)/ arrangement(s) / transaction(s) with the related parties which could be
considered material in accordance with the policy of the Company on materiality of related
party transactions.
The Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions, as approved by the Audit Committee and the Board of
Directors, is placed on the Company's website at the link: https://cdn.tcil.in/website/tcil/policies/Relat-
ed%20party%20transaction%20policy%202021-22.pdf
BOARD MEETINGS AND COMMITTEES
Four Board Meetings were held during the financial year ended 31st
March, 2024. The maximum gap between any two Board Meetings was less than 120 days. For
details of meetings of the Board, please refer CGR forming part of this Annual Report As
on 31st March 2024, the Board of Directors has constituted the Audit Committee,
the Risk Management Committee, the Stakeholders Relationship Committee, the Compensation/
Nomination & Remuneration Committee, the Corporate Social Responsibility Committee,
the Share Transfer Committee, the Corporate & Restructuring Committee & the
Executive Authorization Committee.
The details on the composition of the Board and its committees and
changes thereof are provided in the CGR.
AUDITORS
A. Statutory Auditors and Audtior's Report
As per the provisions of the Companies Act, 2013 and rules made
thereunder, the Company at its 27th Annual General Meeting ('AGM") held on
2nd August, 2022 approved the appointment of M/s. Brahmayya & Co.,
Chartered Accountants (Firm Registration No. 000511S) as Statutory Auditor for the 2nd
term of 5 years commencing from the conclusion of 27th AGM till the conclusion
of the 32nd AGM to be held in the year 2027.
The Statutory Auditors' Report for FY 2023-24 does not contain any
qualification, reservation or adverse remark.
B. Secretarial Audit
The Secretarial Audit was carried out by M/s. Vinod Kothari &
Company, Practicing Company Secretaries for FY 2023-24. The Report given by the
Secretarial Auditors is annexed as Annexure-II and forms an integral part of this
Report.
The Secretarial Audit Report is self-explanatory and does not call for
any further comments. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
During the year under review, under Section 143 (12) of the Act,
neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit
Committee, any instances of material fraud committed against the Company by its officers
or employees, the details of which need to be mentioned in the Boards' Report.
C. Internal Audit
Pursuant to Section 138 of the Act & rules made thereunder, Mr.
Naveen Gupta, a qualified Chartered Accountant in whole time employment of the Company,
acts as Chief Internal Auditor of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company primarily undertakes social initiatives through its CSR arm
"TCI Foundation" in the areas of healthcare, education, sports, community
development and skill development/ employment generation etc.
As per the Companies (Corporate Social Responsibility Policy) Amendment
Rules, 2021, TCI Foundation is duly registered for undertaking CSR activities with
Registration number CSR00000298. The Company's CSR Policy is available on its website at
https://cdn. tcil.in/website/tcil/policies/CSR%20POUCY%202023.pdf.
The Annual Report on CSR activities in terms of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-IV to
the Boards' Report.
DEPOSITS
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy
are included in the MDA, which forms part of this Annual Report.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism has been
established for Directors and employees to report to the management, instances of
unethical, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy. The Ethics and Whistle Blower Policy provides for direct access to the
Chairman of the Audit Committee. The policy is put up on the Company's website and can be
accessed at: https://cdn.tcil.in/website/tcil/
policies/Ethics%20and%20Wisthle%20Blower%20Policy.pdf.
During the year, no complaints/grievances were filed under the
mechanism.
RISK MANAGEMENT POLICY
The Risk Management Committee ("the Committee") is tasked to
identify elements of risk in different areas of operations and to develop policy for
actions associated to mitigate the risks. The Committee reviews the risks applicable on
the Company at regular intervals and the necessary steps being taken by the Company to
mitigate those risks.
I n the opinion of the Committee & the Board, there are no such
risks, which may threaten the existence of the Company. The Company has a robust Risk
Management Policy which is reviewed from time to time.
Mr. Naveen Gupta, the Chief Internal Auditor, is designated as the
Chief Risk Officer of the Company.
The details of the Committee are included in the CGR forming part of
this annual report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) and Section 92(3) of the
Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company for the Financial Year ended 31st March, 2024 is
available on the website at https://tcil.com/wp-content/uploads/2024/06/Annual-
Return.pdf.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules
made thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy.
As per the requirement of the POSH Act and rules made thereunder, the
Company has constituted an Internal Committee known as the Prevention of Sexual Harassment
(POSH) Committee, to inquire and redress complaints received regarding sexual harassment.
During the year under review, no complaint was filed under the POSH Act.
LISTING INFORMATION
The Equity Shares of the Company are listed on the BSE Ltd. ('BSE') and
the National Stock Exchange of India Ltd. ('NSE') COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors, General
Meetings.
CONSERVATION OF ENERGY & RESEARCH AND DEVELOPMENT
The particulars as prescribed under Section 134(3)(m) of the Act &
rules made thereunder are enclosed as Annexure-V to the Boards' Report.
CREDIT RATING
The details of the credit rating obtained by the Company with respect
to its long-term and short term borrowings have been provided separately in the General
Shareholder Information section of this Annual Report.
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance, pursuant to the requirements
of Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report. A
certificate from M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No.
000511S), the Statutory Auditors of the Company, confirming compliance of conditions of
Corporate Governance during FY 2023-24, as stipulated under the Listing Regulations, forms
part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is presented in a
separate section forming part of this Integrated Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report ('BRSR') on initiatives taken from an
environmental, social and governance perspective, in the prescribed format is available as
a separate section of this Annual Report and is also available on the Company's website at
www.tcil.com.
HUMAN RESOURCE DEVELOPMENT
Human Resource ("HR") remains resolute in its commitment to
enhancing employee productivity and personal growth. The Company's initiatives span talent
acquisition, learning and development, people engagement, and HR operations, all anchored
by the Company's CORE values.
The Employee Engagement initiatives include:
a. Revamping the Mess facility, providing bedding kits and bunk beds
for improved comfort.
b. Yoga sessions to promote physical and mental well-being.
c. Festivities like Women's Day, Diwali and Holi celebrations to foster
camaraderie.
d. Training and Development efforts encompassing external programs like
MDP, GBS, and MGL, alongside internal modules tailored to employee grades.
e. Assessment Centers evaluating competency and performance, aligning
with our focus on talent acquisition. Regular surveys and feedback sessions ensure a
data-driven approach to measuring and evaluating our initiatives.
The Company's efforts aim to align HR strategies with organizational
goals, emphasizing employee engagement, training, and recruitment to drive growth and
prosperity.
I n summary, Company's initiatives aim to elevate employee productivity
and personal growth, foster a culture of learning and development, and align with the
overarching goals of the organization. Through continuous improvement
and data-driven decision-making, the Company strive to create a
conducive environment for employee success and organizational prosperity.
OTHER STATUTORY DISCLOSURES
a. Material orders of Judicial body/Regulators: During the period
under review, there were no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and the Company's operations in
future.
b. Valuation at the time of one time settlement: During the year
under review, the Company has not entered in any one time settlement with any of the
Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable
to the Company.
c. Proceeding under Insolvency and Bankruptcy: No
application has been made under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the
details of application made or any proceeding pending under the IBC, 2016 during the year
along with their status as at the end of the financial year is not applicable
d. The Company's securities were not suspended for trading during
the year.
Acknowledgement
The Company extends heartfelt gratitude to its stakeholders, including
customers, vendors, investors, bankers, and employees, for their unwavering support
throughout the year, embracing and valuing our fundamental "CORE" Value System.
The Company formally recognizes the dedication of its employees across all tiers, whose
relentless efforts, unity, collaboration, and backing have facilitated the Company's
consistent growth.
The Board of Directors also convey sincere appreciation for the
assistance and collaboration received from various departments of both Central and State
Governments, Organizations, and Agencies toward the company's endeavors.
|
For and on behalf of Board of
Directors |
|
D P Agarwal |
Place: Gurugram |
Chairman and Managing Director |
Date: 15th May,
2024 |
DIN:00084105 |
DETAILS OF ESOP AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 &
SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014
Sl. No. Particulars |
Employee Stock Option
Plan-2017 |
1 Date of Shareholder's
approval |
2nd August 2017 |
2 Total number of options
approved |
5% of the total paid up
capital existing as on 31st March 2017 aggregating to 3,828,873 option. |
3 Vesting requirements |
There shall be a minimum
period of one year between the grant of options and vesting of options. The vesting period
may extend upto 3 years from the date of grant. The vesting shall happen in one or more
tranches as may be decided by the Compensation/ Nomination & Remuneration Committee
(CNRC). |
4 Exercise price or pricing
formula |
Exercise Price will be based
upon the Market Price of the Shares one day before the date of the meeting of the CNRC
wherein the grants of options of that particular year will be approved. Suitable discount
may be provided or premium may be charged on the price as arrived above, as deemed fit by
the CNRC for the finalization of the Exercise Price. However, in any case, the Exercise
Price shall not go below the par value of Equity Share of the Company. |
5 Maximum term of Options
granted |
All options will get vested
within maximum period of 3 (Three) years from the date of grant. |
6 Sources of shares (Primary,
Secondary or Combination) |
Primary |
7 Variation in terms of Option |
Subject to applicable laws,
the CNRC will at its absolute discretion have the right to modify/ amend the ESOP 2017
Scheme in such manner and at such time or times as it may deem fit, subject however that
any such modification/amendment shall not be detrimental to the interest of the Grantees/
Employees and approval wherever required for such modification/ amendment is obtained from
the shareholders of the Company in terms of the SEBI Regulations. |
8 Method used for accounting
of ESOP (Intrinsic or fair value) |
Fair Value method or any
other method as may be prescribed by Ind-AS or SEBI Regulations from time to time. |
9 Disclosures in respect of
grants made in three years prior to IPO under each ESOP |
Not Applicable |
Options Movement during the FY 2023-24
Sl. No. Particulars |
Employee Stock Option
Plan-2017 (3rd Tranche) |
Employee Stock Option
Plan-2017 (4th Tranche) |
Employee Stock Option
Plan-2017 (5th Tranche) |
Employee Stock Option
Plan-2017 (6th Tranche) |
1 Number of options outstanding
at the beginning of the period i.e. 1st April, 2023 |
60,000 |
1,96,700 |
1,39,000 |
|
2 Number of options granted
during FY 2023-24 |
- |
- |
- |
152,000 |
3 Number of options forfeited/
lapsed during FY 2023-24 |
4,100 |
900 |
150 |
- |
4 Number of options vested during
FY 2023-24 |
- |
84,300 |
41,700 |
- |
5 Number of options exercised
during the FY 2023-24 |
55,900 |
83,400 |
41,550 |
- |
6 Number of shares arising as
a result of exercise of options |
55,900 |
83,400 |
41,550 |
- |
7 Money realized by exercise of
options if scheme is implemented directly by the Company (In ') |
7,15,520 |
12,927,000 |
1,51,65,750 |
|
8 Loan repaid by the Trust
during the year from exercise price received |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
9 Number of options outstanding
at the end of the year i.e. 31st March, 2024 |
- |
1,12,400 |
97,300 |
1,52,000 |
10 Number of options
exercisable at the end of the year i.e. 31st March, 2024 |
- |
- |
- |
|
Particulars No. |
Employee Stock Option
Plan-2017 (3rd Tranche) |
Employee Stock Option
Plan-2017 (4th Tranche) |
Employee Stock Option
Plan-2017 (5th Tranche) |
Employee Stock Option
Plan-2017 (6th Tranche) |
11 Employee's details who
were granted options during the year: |
(a) Key Managerial
Personnel/ Senior Managerial Personnel |
I. Mr. Jasjit Singh Sethi,
President & Chief Strategy Officer- TCI Supply Chain Solutions, A Division of the
Company (KMP) |
|
|
|
31,000 |
II. Mr. Ishwar Singh Sigar,
CEO-TCI Freight, A Division of the Company (KMP) |
- |
- |
- |
13,500 |
III. Mr. Ashish Kumar Tiwari,
Group CFO (KMP) |
- |
- |
- |
7,000 |
IV. Ms. Archana Pandey,
Company Secretary & Compliance Officer (KMP) |
- |
- |
- |
500 |
V. Mr. Rajkiran Kanagala,
Group Head- Chief Business Officer (SMP) |
- |
- |
- |
7,000 |
VI. Mr. Ajit Singh, CEO-
TCI-CONCOR Multimodal Sol P. Ltd. (SMP) |
- |
- |
- |
5,000 |
VII. Mr. Bhaiya Sumit Kumar,
CEO- TCI Cold Chain Solutions Ltd. (SMP) |
- |
- |
- |
6,000 |
VIII. Mr. Manoj Kumar Tripathi
CEO - TCI SCS (KMP) |
- |
- |
- |
5,000 |
IX. Mr. Naveen Gupta, Head-
Internal Audit (SMP) |
- |
- |
- |
3,000 |
X. Mr. Pramod Kumar Jain,
Head- HR & Admin (SMP) |
- |
- |
- |
5,000 |
XI. Mr. Prashant Panda, Head-
Legal (SMP) |
- |
- |
- |
1,700 |
XII. Mr. Munish Chander, Group
Head- CSR (SMP) |
- |
- |
- |
500 |
XIII. Mr. Varun Kumar
Maheshwari, Interim IT Head (SMP) |
- |
- |
- |
300 |
(b) Any other employees who
were granted, during any one year, options amounting to 5% or more of the options granted
during the year |
|
|
|
|
(c) 1 dentified Employees who
were granted option, during any one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the company at the time of grant |
|
|
|
|
12 Diluted Earnings Per Share
(EPS) pursuant to issue of shares on exercise of options (In ') |
42.12 |
13 Where the company has
calculated employees compensation cost using the intrinsic value of stock options, the
difference between the employee compensation cost so computed and the employee
compensation cost that shall have been recognized if they had used fair value of the
options. The impact of this difference on EPS of the Company. |
Not Applicable |
14 Weighted average exercise
price of Options whose Exercise price is less than market price (In ') |
128.00 |
155.00 |
365.00 |
365.00 |
15 Weighted average fair value
of options whose Exercise price is less than market price (In ') |
133.55 |
173.08 |
426.14 |
370.23 |
16. Method and Assumptions used to estimate the fair value of options
granted during the year:
The fair value has been calculated using the Black-Scholes Option
Pricing model. The assumptions used in the model are as follows:
Date of grant |
3rd
February 2021 |
25 |
h
May 2021 |
28th
May 2022 |
18th
May, 2023 |
Vesting particulars |
1st
Vesting |
1st
Vesting |
1st
Vesting |
1st
Vesting |
2nd
Vesting |
3 rd
Vesting |
1st
Vesting |
2 nd
Vesting |
3rd
Vesting |
1st
Vesting |
2 nd
Vesting |
3rd
Vesting |
Vesting %age |
30% |
30% |
30% |
30% |
30% |
40% |
30% |
30% |
40% |
30% |
30% |
40% |
Risk Free Interest Rate |
3.98% |
3.98% |
3.98% |
3.77% |
3.77% |
3.77% |
5.91% |
6.32% |
6.87% |
6.83% |
6.86% |
6.88% |
Expected Life (In Years) |
1.08 |
1.08 |
1.08 |
1.08 |
2.08 |
3.09 |
1.08 |
2.08 |
3.09 |
1.08 |
2.08 |
3.09 |
Historical Volatility |
51.17% |
51.17% |
51.17% |
42.07% |
42.07% |
42.07% |
55.47% |
50.72% |
49.53% |
32.20% |
48.74% |
45.39% |
Dividend Yield |
0.81% |
0.81% |
0.81% |
0.74% |
0.74% |
0.74% |
0.76% |
0.76% |
0.76% |
0.82% |
0.82% |
0.82% |
Price of the underlying share
in market at the time of the option grant (?) |
248.05 |
248.05 |
248.05 |
312.55 |
312.55 |
312.55 |
732.30 |
732.30 |
732.30 |
678.80 |
678.80 |
678.80 |
ANNEXURE - III
STATEMENT UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
I. Remuneration details of Directors and Key Managerial Personnel
(KMPs)
Name of the Director |
Designation |
% increase in remuneration
over last year |
Ratio of Remuneration of
Directors with Median Remuneration of employees |
Executive Directors |
Mr. D. P. Agarwal |
Chairman & Managing
Director |
13.67% |
497.18 |
Mr. Vineet Agarwal |
Managing Director |
12.92% |
457.88 |
Non-Executive Directors |
Mr. S. N. Agarwal |
Non- Executive Director |
0% |
3.56 |
Mr. Vikrampati Singhania |
Non- Executive Independent
Director |
0% |
3.56 |
Mr. Vijay Sankar |
Non- Executive Independent
Director |
0% |
3.56 |
Mr. S Madhavan1 |
Non- Executive Independent
Director |
0% |
3.56 |
Ms. Gita Nayyar |
Non- Executive Independent
Director |
0% |
3.56 |
Mr. Ravi Uppal |
Non- Executive Independent
Director |
0% |
3.56 |
Mr. Avinash Gupta2 |
Non- Executive Independent
Director |
NA |
3.56 |
Ms. Urmila Agarwal |
Non- Executive Director |
0% |
3.56 |
Mr. Chander Agarwal |
Non- Executive Director |
0% |
3.56 |
Key Managerial Personnel
(other than Executive Directors) |
Mr. Ishwar Singh Sigar |
CEO-TCI Freight, a Division
of the Company |
(1.72)%5 & 6 |
Not Applicable |
Mr. Jasjit Sethi3 |
Chief Strategy Officer |
(4.30)%5 & 6 |
Mr. Manoj Tripathi4 |
CEO-TCI SCS, a Division of
the Company |
NA |
Mr. R.U. Singh |
President & CEO - TCI
Seaways |
16.35%5 |
Mr. Ashish Tiwari |
Group CFO |
(10.12)% 5 & 6 |
Ms. Archana Pandey |
Company Secretary &
Compliance Officer |
15.21%5 |
1. Mr. S Madhavan ceased to be Independent Director post completion of
his tenure w.e.f 11th February, 2024;
2. Mr. Avinash Gupta was appointed as Non-executive Independent
Director effective from 30th October, 2023 and thus, commission paid to him for
FY 2023-24 was on pro rata basis.
3. Mr. Jasjit Singh Sethi, KMP, was re-designated as Chief Strategy
Officer of the Company w.e.f 18th September, 2023.
4. Mr. Manoj Kumar Tripathi was appointed as CEO-TCI Supply Chain
Solutions (TCI SCS) w.e.f 18th September, 2023 in place of Mr. Jasjit Singh
Sethi, the erstwhile CEO of the division.
5. Includes perks value on exercise of stock options.
6. The negative growth is due to the perks value of ESOP allotted
during the year.
II. Total employees on the payroll of the Company: 3896
III. Percentage increase in the median remuneration of employees during
FY 2023-24: 9.83%
IV. Average percentile increase in Remuneration of Managerial Personnel
vis a vis other employees
The average percentile increase in the salaries of the employees other
than Managerial Personnel is 21.40%.The average increase in remuneration of employees
other than the Managerial Personnel is in line with the industry practice and is within
normal range. The average percentile increase in the salaries of Managerial Personnel is
6.76%.
V. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is hereby affirmed that the
remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
ANNEXURE - IV
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (For
the Financial Year ended 31st March 2024)
1. Brief Outline of the Company's CSR Policy, including overview of
projects or programs proposed to be undertaken:
Over the years, we have been focusing on sustainable business practices
encompassing economic, environmental and social imperatives that not only cover business,
but also the communities around us. Our CSR Policy aims to provide a dedicated approach to
community development in the areas of improving education, promoting healthcare, rural
development and contribution towards enhancement of vocational skills in women. The Board
of Directors of the Company has constituted the CSR Committee in accordance with statutory
requirements comprises of members as mentioned under Section 135 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The CSR
Committee formulates and recommends to the Board, an annual action plan in pursuance of
Company's CSR policy.
The Board ensures that the CSR activities are undertaken by the Company
through its social organization, TCI Foundation, an entity registered under Indian Trust
Act, 1882 and recognized by the Ministry of Corporate Affairs for undertaking CSR
activities, vide registration number CSR00000298. TCI Foundation has track record of CSR
projects implementation since 1995. The organization is also partner of the Government of
India, State Governments, Public Sector Undertakings, and International organizations in
the execution of National projects in India.
TCI believes that proper assessment of development, accomplishment and
evolution goes beyond balance sheets or conservative fiscal indices. The Company firmly
believes that in order to ensure long term sustainability, emphasis needs to be given on
Triple Bottom Line (TBL) i.e. adherence to people, planet and profit. TCI concentrates on
the needs of communities, taking sustainable initiatives in the areas of preventive
health, education, green preservation and community development.
2. Composition of the CSR Committee:
SN Name of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Ms. Gita Nayyar |
Chairperson/ Independent
Director |
2 |
2 |
2. Mr. D P Agarwal |
Member/Executive
Director |
2 |
2 |
3. Ms. Urmila Agarwal |
Member/Non-Executive
Director |
2 |
2 |
4. Mr. Chander Agarwal |
Member/Non-Executive
Director |
2 |
0 |
3. Provide the web link where composition of CSR Committee, CSR Policy
and CSR Projects approved by the Board are disclosed on the website of the Company:
The web links are available on the Company's website at:
Composition of the CSR Committee:
https://www.tcil.com/tcil/board-committee.html
CSR Policy:
http://cdn.tcil.in/website/tcil/policies/CSR%20POLICY%202023.pdf
CSR Projects:
https://www.tcil.com/tcil/csr.html
4. Provide the executive summary along with the weblink of impact
assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable:
Not Applicable
5.
a. Average Net Profit of the Company as per Section 135(5): '
2,599.27 Mn
b. Two percent of Average Net Profit of the company as per Section
135(5): ' 51.19 Mn
c. Surplus arising out of the CSR projects or programs or activities of
the previous financial years: Nil
d. Amount required to be set off for the financial year, if any: Nil
e. Total CSR obligation for the financial year [(b)+(c)-(d)]: '
51.19 Mn
6.
a. Amount spent on CSR Projects (both Ongoing Project and other than
Ongoing Project):
- Amount spent on CSR Projects on Ongoing Projects- 25.0 Mn
- Amount spent on CSR Projects on other than Ongoing Projects- NIL
b. Amount spent in Administrative Overheads: NIL
c. Amount spent on Impact Assessment, if applicable: Not Applicable
d. Total amount spent for the Financial Year [(a)+(b)+(c)]: '
25.0 Mn
e. CSR amount spent or unspent for the financial year: ' 27.0
Mn
Total amount |
Amount Unspent
(? in Mn) |
spent for the financial
year |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
(? in Mn) |
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
- |
27.0 Mn |
27 April 2024 |
- |
- |
- |
g. Excess amount for set off, if any:
Sl. No. Particulars |
Amount (? in Mn) |
Two percent of the Average Net
Profit of the Company as per Section 135(5) |
51.19 Mn |
ii. Total amount spent for the
financial year |
25.0 Mn |
iii. Excess amount spent for
the financial year [(ii)-(i)] |
- |
iv. Surplus arising out of the
CSR projects or programs or activities of the previous financial years, if any |
- |
v. Amount available for set
off in succeeding financial years [(iii)-(iv)] |
- |
7. Details of Unspent CSR amount for the preceding three financial
years:
Sl. No.
Preceding Financial Year(s) |
Amount
transferred to UnspentCSR Account under Section 135(6) (? in Mn) |
Balance Amount in
UnspentCSR Account under Section 135(6) (? in Mn) |
Amount Spent in
the Financial Year(? in Mn) |
Amount transferred to a
fund as specified under Schedule VII as per second proviso to Section 135(5),if any |
Amount remaining
to be spent in succeeding Financial Years (? in Mn) |
Deficiency, if
any |
Amount Date of (' in Mn) transfer |
Nil |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year (Yes/ No):
Yes
Details relating to such asset(s) so created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
Sl. No.
Short particulars of the property or asset(s) [including complete address and location
of the property] |
Pin Code of the
property or asset(s) |
Date of creation |
Amount of CSR
amount Spent (' in Mn) |
Details of
entity/ Authority/ Beneficiary of the registered owner |
CSR
Registration Number, if Applicable |
Name |
Registered
Address |
1 School Vehicle at TCI-DAV
Public School, Village Jamhar, Block Kara, Distt. Khunti (Jharkhand) |
835234 |
17th February, 2024 |
0.65 |
CSR00000298 |
TCI-DAV Public School |
Village Jamhar, Block Kara,
Distt. Khunti (Jharkhand) |
9. Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per section 135(5):
Not Applicable
C. YARD MANAGEMENT
CONSERVATION OF ENERGY
In keeping up with the Company's commitment towards conservation of
energy, the following optimization and innovative measures were taken by the Company
during this fiscal:
A. FLEET MANAGEMENT
Replacement of approximately 400 nos. of BSII/BS III vehicles
with BS VI vehicles, making up a significant portion of our own fleet. BS VI vehicles are
cleaner than CNG vehicles in terms of clean energy.
Use of clean energy (CNG) & Last mile one small electric
trucks crossed 250 nos. which saved a lot in terms of CO2 emission.
Worked on the handling, disposal, and identification of
hazardous waste. Developed SOP, which was put into practice at large warehouses and fleet
centres.
I n Multimodal operations, green points awarded by railways of '
0.13 Mn for FY 2023-24 for 3.25 Mn Kms Distance travelled
B. WAREHOUSE MANAGEMENT
Energy savings by using solar power and making a contribution to
the grid. During that time, the Company produced 0.33 Mn units of electricity for the GRID
and saved almost 3.4 Mn Indian rupees on energy bills.
Using 4-Way Box Type 100% Natural Fresh Air Intake and
Eliminating Louvers to Reduce the Use of Powered Cooling and Ventilation Systems.
Utilizing natural lighting by implementing and enforcing a
minimum of 5% to 8% day lighting panels will save lighting energy usage while maintaining
safe LUX levels.
High Volume Low Speed (HVLS) fans are used to ensure a safer and
better working environment for people while reducing energy consumption by doing away with
the need for fans.
Insulating warehouses to lower heat index and thermal congestion
by -7 degrees relative to outside temperatures will reduce the amount of energy needed for
powered equipment to cool down.
The adoption of modern sewage treatment plant (STP) technology
has led to a significant improvement, achieving a 90% recycling rate of water. In this
system, 40% of treated water is allocated for sanitation purposes, while 60% is earmarked
for horticulture. This contrasts starkly with conventional methods, which typically
allocate only 20% for sanitation and less than 50% for horticulture, resulting in
considerable wastage.
Fully adapting the utilization of fly ash in the construction of
WH, instead of soil and other natural earth resources for land filling purposes and also
discontinuation of Red clay Bricks replaced with fly ash bricks only.
I mplementing rainwater harvesting through a 100% periphery
charging system instead of the conventional method. This new system charges 90% of water
to the ground, a significant improvement compared to the conventional techniques which
only manage to charge around 30-35%. Recharge wells are strategically placed every 30
meters, covering the entire perimeter.
Embracing low discharge, high-pressure taps across all utilities
results in a reduction in water consumption, thereby downsizing overall water usage.
Aim to Implement the Next Generation STP Model with MBBR
Techniques to Save 100% of Water and Filter Remaining Water After Use for Ground Water
Charging.
TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION
Enhanced interactions with customers through real-time
communication via WhatsApp for alerts and RFQ bidding, complemented by advance SMS and
WhatsApp notifications about the arrival of consignments.
Developed robust API connections with clients, financial
institutions, and logistics checkpoints such as IOCL and toll plazas to streamline the
online payment process, along with integrating online billing with customer ERP systems.
Orchestrated comprehensive training programs in collaboration
with Oxford University and Management Development Institute to enhance the skill sets and
performance of our employees and equipped cold chain warehouses with IoT technology for
improved monitoring.
Refined logistics solutions to include multimodal transport
support and versatile container compartments tailored to varying cargo requirements,
thereby accelerating digital integration in logistics management.
Advanced our technology infrastructure, enhancing user
interfaces and reducing bandwidth needs, while implementing stringent security protocols
to protect data and transactions.
Implemented a Digital Control Tower and integrated it with the
Unified Logistics Interface Platform (ULIP) to automate and amplify visibility throughout
India's logistics landscape, supplemented by the deployment of multiple bots for process
automation.
Implemented real-time monitoring on all endpoints to protect
against unauthorized access and ensure data integrity across our network.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particular |
31st March 2024 |
31st March 2023 |
Foreign Exchange Earnings |
158.68 |
258.90 |
CIF Value of Imports |
142.08 |
193.90 |
Expenditure in Foreign
Currency |
264.07 |
471.38 |