DIRECTOR'S REPORT

To the Members of,

TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2016.

OPERATIONS

Compared to previous year's profit of Rs. 661.74 lacs this year your company has made a profit of Rs. 407.91 lacs before provision of tax and after deducting tax it comes to Profit of Rs. 342.54 lacs.

DIVIDEND

Your Directors have further recommended a dividend to be paid out of current year profits of Rs. 1.50 per equity share for the financial year ended 31st March,2016 amounting to Rs. 18,924,066/-(inclusive a tax of Rs. 3,200,872/-)

The dividend payable shall be subject to the approval of the Members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

The performance of the Indian economy has been adversely affected due to the impact of a variety of factors including recession in many developed countries, continuing high rates of inflation, higher commodity prices. This has resulted in lower than expected performance of many corporate and has slowed down the growth of economy.

Also the continuing high rate of food inflation and volatility in Global Commodity market has affected the commodity market significantly. These factors necessarily affect the performance of the secondary markets and hence the performance of the Company. The Company is therefore taking a cautious view and will formulate its investment policies accordingly.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 arm's length basis. Thus , disclosure in form AOC-2 is not required.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Company's website at <http://tcfcfinance.com/wp->content/uploads/2015/03/Related-Party-Transcation-Policy.pdf

AUDITORS

The Board of Directors upon recommendation of the Audit Committee and subject to the Members approval in the ensuing Annual General Meeting have appointed M/s. GMJ & Co. Chartered Accountants (Firm Registration no. 103429W) as the Statutory Auditors of the Company for a period of three years i.e. from the conclusion of this Annual General Meeting up to the conclusion of 28th Annual General Meeting of the Company.

M/s. GMJ & Co. has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), has been received from them.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2016, the Board of Directors hereby confirms that:

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

(b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2016 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis.

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Dharmil Bodani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

• Re-appointment of Managing Director:

The Nomination & Remuneration Committee and the Board have recommended re-appointment of Mrs. Tania Deol as Managing Director and Chief Executive Officer of the Company for the period of 5 years w.e.f July 1, 2016 to 30th June, 2021. Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

Declaration by Independent director:

Pursuant to provisions of sub-section (7) of section 149 of the Companies Act, 2013, the Company has received individual declarations from all Independent directors confirming that they meet criteria of Independence as per Companies Act, 2013 and SEBI (LODR)regulations 2015

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

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There was no foreign exchange transaction entered into by the Company during the year under review.

EMPLOYEE REMUNERATION

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in "Annexure 1" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: <http://tcfcfinance.com/wp-content/> uploads/2015/06/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-TCFC-Finance-Ltd-PDF.pdf

The Annual Report on CSR activities for the financial year ended 2014-2015 and 2015-2016 is annexed herewith as "Annexure-2"

MEETINGS OF THE BOARD:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.

During the financial year 2015-16, five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The details of the Board meetings held during the year along with the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Annual Report

COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the

Corporate Governance Report of the Company, which forms part of this Annual Report.

NOMINATION AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. AABID & CO, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as "Annexure-3" to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL AUDIT & CONTROLS

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at <http://tcfcfinance.com/wp-content/> uploads/2015/03/Whistle-Blower-Policy-or-Vigil-Mechanism-Policy.pdf

Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks

HUMAN RESOURCES:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining talent through superior Learning & Organizational Development.

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

During the financial year 2015-16, Company has not received any complaint of sexual harassment against women employees of the Company.

LISTING WITH STOCK EXCHANGES:

Your Company's equity shares continue to remain listed on BSE Limited, As per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which came in effect from December 1, 2015, a shortened version of the Uniform Listing Agreement, was signed by the Company with the stock exchange.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company's Shares are listed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had Rs.4,47,203/- (Rupees Four Lakhs forty thousand two hundred and three only) lying unpaid or unclaimed dividend for a period of seven years. Therefore, your Company has duly transferred the above mentioned fund into Investor Education and Protection Fund (IEPF).

Also, 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. 27th August, 2015), with the Ministry of Corporate Affairs.

ACKNOWLEDGMENT

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

By Order of the Board

For TCFC Finance Limited

Atul Desai

Chairman

(DIN: 00019443)

Place: Mumbai

Date : 19th May, 2016