'W Tel · TCI Industr,'es Ltd. eSlgnatlon: airman 69 Delhi 110057 11-09-1998 & Managing Director 4....

Annexure I 'W TelDisclosures to be provided along with the application for IiStl~A D E RS I N LOG I ST I C S

1. Issuer details:

1.1. Details of the issuer:

(i) NameAddress

CINPAN

(ii) Line of business

(iii) Chief Executive(Managing Director/

President/CEO /CFO)(iv) Group affiliation

1.2. Details of the directors

Transport Corporation of India Limited306/307, 3rd Floor, 1-8-271-273 & 301, Ashok Bhoopal Chambers,SP Road, Sec'bad - 500 003L70109TG1995PLC019116AAACT7966RTransportation and LogisticsMr. Vineet Agarwal (Managing Director)

TCI Group

Annexure-i

1.3. Details of change in directors in last three financial years including any change in the current year:Annexure-ii

1.4. List of top 10 holders of equity shares of the company as on date or the latest quarter end: Annexure-iii

1.5. Details of the Statutory Auditor:

:'Name and'~dHress"l" ,.:',

M/s Brahamayya & Co.dd: 48, masilamani Road, Balaji Nagar,

Royapettah, Chennai, Tamil Nadu-60001402-08-2017

1.6. Details of the change in Statutory Auditors in last three financial years including any change in the currentyear:

Appointment02-08-2017

';Da~~:~f apP9J",tment,' ,c::l?at~;of;,~~'~~~t!o'r)':~>R~m~rks (ylz~re;]~()n~:"','." l.'.,r1\<:, ',,'. " .. ~";_.",,:<", "fi .. ~;~~ ""',.',~,',.,,""','" .."',~~'-: '~"\" i,~.. g;..~: ~'-"-':""_-#:" .• ':'" ',': .."

.Jl resigrati~m, " " (inc(ls!!'Qt re~igl)~tion );.; t, ,f()r.c~a ngee~c~)i-:' ,Mandatory rotation

Cessation/02-08-2017 u/s 139 of theCompanies Act, 2013

RSAgarwala & Co.dd: 28, Blackburn Lane,Kolkata, West Bengal-700012M/s Brahamayya & Co.dd: 48, masilamani Road,Balaji Nagar, Royapettah,Chennai, Tamil Nadu-600014

1.7. List of top 10 debt securities holders as on the date of issue: NIL

1.8. List of top 10 CP holders as on the date of issue: Annexure-iv

Transport Corporation of India LimitedCorporate Office: TCI House, 69. Institutional Area, Sector-32, Gurugram -12200 I, Haryana (India)Ph. No.: +91 124-2381603, Fax.: +91 124-238161 I E-mail: [email protected] Web: wvvwtcil.com '

Regd. Office:- Flat Nos. 306 & 307, 1-8-271 to 273. Third Floor, Ashoka Bhoopal Chambers. 5 P Road. Secunderabad - 500003 (Telangana) ,Tel: +91 40 27840 I04 Fax: +9 I 40 27840 I63

CIN: L70109TGI99SPLCOl9116

mailto:[email protected]

~TCILEADERS IN LOGISTICS

2. Material Information:

2.1. Details of all default/s and/or delay in payments of interest and principal of CPs, (including technical delay),debt securities, term loans, external commercial borrowings and other financial indebtedness includingcorporate guarantee issued in the past 5 financial years including in the current financial year: None

2.2. Ongoing and/or outstanding material litigation and regulatory strictures, if any. No materiallitigation(s)and/or regulatory Stricture(s) except as given in the financials.

2.3. Any material event/ development having implications on the financials/credit quality including anymaterial regulatory proceedings against the Issuer/promoters, tax litigations resulting in materialliabilities, corporate restructuring event which may affect the issue or the investor's decision to invest /continue to invest in the CPoNo such Material event/development has taken Place. .

3. Details of borrowings of the company, as on the latest quarter end:

3.1. Details of debt securities and CPs:There are no debt securities issued by the Company. The details of CP

are provided under Annexure-v.

3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing, if any,including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures /preference shares from banks or financial institutions or financial creditors, as on last quarter end:

Annexure-vi.

3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of thecounterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has beenissued, contingent liability including debt service reserve account (DSRA) guarantees/ any put option etc.

as on last quarter ended December 31, 2019:

INE688A14JJ9Rs. 20 Crores02-March-202029-May-2020Al+li February, 2020ICRA3 MonthsHDFCBank LimitedN.A.

AmountDate of issueDate of maturityCredit ratingsDate of ratingName of credit rating agencyValidity periodIssuing and paying agentOther conditions, if any

N,ameof ..t~'e.i,9.'.OrT!p.•'~nY..'.:0I1..'.wlios.~e:'Y"::;'f'" .' i".;;:' ' :',.'Guar~nteeslLetterol;, .i':' ~'.".A.'.m.." .~.~~l1t';, ,',-... ,."b'.e.....ha.lf',.,.;'s.."s:.u':.e'...d"... !.',:,_,.,.,., Typeo Com,.Pan..y. ',: ".';"',. """,\."." ..,',. ;"y,.,;';;' ,. ..,.".,' ',' "~~Comfort':;,);;(Rs;.Cr6te's)

TCI Bangladesh Limited Subsidiary Standby Letter of Credit 1.45ABC India Limited Others Corporate Guarantee 7.42

Note: Letters of Comfort issued to subsidiaries, associates and Joint ventures in the ordinary course of itsbusiness do not create a legal obligation or result in any financial liability of the Company. Save andexcept as provided in the Annual Report for the FY2018-19, there are no material Contingent Liabilities.

4. Issue Information:4.1. Details of current tranche including:

ISIN

Transport Corporation of India LimitedCorporate Office: TO House. 69. Institutional Area. Seetor.32. Gurugram -12200 I, Haryana (India)Ph. No.: +91 124-2381603, Fax.: +91 124-2381611 E-mail: corporate@tciLcom Web: www.tciLcom

Regd. Office:- Flat Nos. 306 & 307. 1.8.271 to 273. Third Floor, Ashoka Bhoopal Chambers, S P Road. Secunderabad - 500003 (Telangana)Tel: +9 I 40 27840 I04 Fax: +9 I 40 27840 I63

CIN : L70 I09TG I995PLCO 191 16

http://www.tciLcom

~TCI4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP ~t:r~~'tfuir%gqResralStS15

months.

The CP borrowing limit as approved by the Board of Directors is Rs. 260 Crores. The details of CP issuedduring the last 15 months are tabulated as Annexure-vii. Board Resolution is attached as Annexure-viii.

4.3. End-use of funds: To meet the Working Capital requirements

4.4. Credit Support/enhancement (if any): Not Applicable

(i) Deta'ils of instrument, amount, guarantor company(ii) Copy of the executed guarantee(iii) Net worth of the guarantor company(iv) Names of companies to which guarantor has issued similar guarantee(v) Extent of the guarantee offered by the guarantor company(vi) Conditions under which the guarantee will be invoked

S. Financial Information:

5.1. Audited / Limited review half yearly consolidated (wherever available) and standalone financialinformation (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditorqualifications, if any, for last three years along with latest available financial results. In case an issuer isrequired to prepare financial results for the purpose of consolidated financial results in terms ofRegulation 33 of SEBI LODRRegulations, latest available quarterly financial results shall be filed.

Latest unaudited Limited reviewed financial results (Consolidated and Standalone) for Quarter/Nine-Months ended December 31, 2019 are enclosed as Annexure-;x.

Financial informations (Profit & Loss statement, Balance Sheet and Cash Flow statement along withAuditors report thereon) for last three financial years viz. March 31, 2017 to March 31, 2019 areenclosed as an Annexure-x and complete financials are available on the website of the Company.

5.2. Latest audited financials should not be older than six month from the date of application for listing.Provided that listed issuers (who have already listed their specified securities and/or 'Non-convertibleDebt Securities' (NCDs) and/or 'Non-Convertible Redeemable Preference Shares' (NCRPS)) who are incompliance with SEBI (Listing obligations and disclosure requirements) Regulations 2015 (hereinafter"SEBI LODR Regulations"), may file unaudited financials with limited review for the stub period in thecurrent financial year, subject to making necessary disclosures in this regard including risk factors.

Latest unaudited Limited reviewed financial results (Consolidated and Standalone) for Quarter/Nine-Months ended December 31, 2019 are enclosed as Annexure-;x.

6. Asset Liability Management (ALM) Disclosures:

6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos.CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated September 15, 2015, asrevised from time to time. Further, "Total assets under management", under para La. of Annexure I ofCIR/IMD/DF/ 6/2015, dated September 15, 2015 shall also include details of off balance sheet assets: Not

Applicable ~ORArl. '(J~~

6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD r:.Pj'~6 /2019>; tedSeptember 15, 2015, as revised from time to time with appropriate modifications vi, ~et~W ~n ~~\an,loan against property, wholesale loan - developer and others: Not Applicable ~ il J!

/flY

Transport Corporation of India Limited ~Corporate Office: TO House, 69, Institutional Area, Sector-32, Gurugram -12200 I, Haryana (India)Ph, No.: +91 124-2381603, Fax.: +91 124-238161 1 E-mail: [email protected] Web: www.tcil.com

Regd. Office:- Flat Nos. 306 & 307, 1-8-271 to 273, Third Floor, Ashoka Bhoopal Chambers,S P Road, Secunderabad - 500 003 (T elangana)Tel: +9 I 40 27840 I04 Fax: +9 I 40 27840 I 63

CIN: L70109TGI99SPLCOl9116

mailto:[email protected]

http://www.tcil.com

Annexure-iDetails ofthe directors

-

1, Silver OakAvenue, WestendGreen Farms,Rajokri New Delhi-110038,

11/3 NandidurgaRoad, JayamahalExtensionBengaluru 560046

75

51

Designation:Independent Director

DIN: 00007875

Mr. Vijay Sankar

DIN: 00671567

Mr. S. N. Agarwal

Mr. Ashish Bharat Ram

DIN: 00111187

Designation: Director

Designation:Independent Director

DIN: 00084105

.'Namejdesignation'&' ',;"':,"',. <~~~X:,'~">"\':::':"~;';;:,;,,:;:~C>:v),~;' :>;':Y:,';';"':':;:;"';:-" ""', ~'.'. f.~"., :\J'~".""~ ~ ,."

.: .,:',1" ;,". ;;":DIN.,;";"~" ,.;~,Ag~' AJ:fd..r~s.>~;,)~i~lre:c~stsln~~ ::~~J.~.:t:qf~;t~erd..Ir:ec.tors~IP.~,,- '1;."::~ __ ;,{~ '." 0'.' • .', ••••••• ,k,;.-;~ ".'., .•,•... "•.. ,~, ",', ,.;,;''' .., ....,,',.''1' .",.'>.'~,..'.'" . -- '.' •.. --'. ,":.,L.; ••

Mr. p. P. Agarwal 1. Bhoruka Power Corporation Ltd.19 Olof Palme 2. Jay Bharat Maruti Ltd.

D. . Ch' Marg Vasant Vihar 3. TCI Industr,'es Ltd.eSlgnatlon: airman 69 Delhi 110057 11-09-1998

& Managing Director 4. TCI Developers Ltd.5. TCI Express Ltd.6. TCI Institute of Logistics1. Kirloskar Electric Company Ltd.2. Bhoruka Agro Business Pvt. Ltd.3. Bhoruka Steel And Services Ltd.4. Pharmed Ltd.5. Bhuruka Gases Ltd.

02-01-1995 6. Bhoruka Power Corporation Ltd.7. Bhoruka Cogen Power Pvt. Ltd.8. Prabhu Structures Investment India Pvt.

Ltd.9. Bit Old Students Global Association10.Bhuruka Gases Investments India Pvt.

Ltd.1. Magic sapphire Realty LLP2. Srishti Westend Greens Farms LLP3. Rose Farms (Delhi) LLP4. SRFLimited

28-07-2011 5. Kama Holdings Limited6. Lotus Estates Private Limited7. SRFHoliday Home Limited8. Orange Farms Private Limited9. Shri Educare Limited1. Oriental Hotels Ltd.2. The K C P Ltd.3. Indian Chemical Council4. Sanmar Consolidations Pvt. Ltd.5. NS Family Consolidations Pvt. Ltd.6. SCLConsultancy and Trading Pvt. Ltd.7. Kaveri Retreats and Resorts Ltd.8. Ns Family Investments P. Ltd.9. SCLResearch Foundation

194 TTK Road47 Chennai 600018 04-11-2016 10. Southern India Chamber of

Commerce &Industry11. Stargate Enterprises Pvt. Ltd.12. V STrading And Consultancy Pvt. Ltd.13. C Sankar Trading and Consultancy

Pvt. Ltd.14. M Sankar Trading and Consultancy

Pvt. Ltd.15. Young Presidents Organisation

(Chennai chapter)

-----~-~

1. Multiples Private Equity Fund II LLP

Mr. Subramanian 2. UFO Moviez India Ltd.

MadhavanD-1063, New 3. Glaxosmithkline Consumer HealthcareFriends Colony, Ltc;l.

Designation: 63Near Mata Ka

12-02-2019 4. ICiCI Bank Ltd.Mandir, New

Independent Director Friends Colony,5. HCLTechnologies Ltd.

Delhi-1100256. Cibix Technology Solutions Pvt. Ltd.

DIN: 06451889 7. Regime Tax Solutions Pvt. Ltd.8. Shopkhoj Content Pvt. Ltd.

Ms. Gita Nayyar 1. Oriental Hotels Limited2. Taj Sats Air Catering Limited

Designation:56

F9/8, Vasant vihar,24-05-2019

Independent Director Delhi-110057

DIN: 07128438Mr. Ravi Uppal A-23, West End, 1. JK Files (India)Ltd.

2nd Floor Anand 2. Steel Infra Solutions Pvt. Ltd.Designation:

67Niketan, South

28-10-2019 3. Surin Automotive Pvt. Ltd.Independent Director West Delhi, 4. Skillsonics India Pvt. Ltd.

Chanakya Puri, 5. Ring Plus Aqua Ltd.DIN: 00025970 New Delhi 110021

Mrs. Urmila Agarwal 1. TDL Real Estate Holdings Ltd.19 Olof Palme 2. Bhoruka Express Consolidated Ltd.

Designation: Director 67 Marg Vasant Vihar 01-11-2012 3. Bhoruka Supply Chain SolutionsDelhi 110057 Holdings Ltd.

DIN: 008181651. TCI Express Ltd.

Mr. Chander Agarwal2. TCI Developers Ltd.3. TCI Properties (West) Ltd.

19 Olof Palme 4. TCI Infrastructure Ltd.Designation: Director 41 Marg Vasant Vihar 21-09-2006 5. TCI Apex-Pal Hospitality India PLtd.

Delhi 110057DIN: 00818139

6. Gloxinia Farms Pvt. Ltd.7. TCllnstitute of Logistics8. Express Industry Council of India1. Somany Ceramics Ltd.2. TCI Express Ltd.

Mr. Vineet Agarwal 3. TCI Developers Ltd.

19 Olof Palme4. Loglabs Ventures Pvt. Ltd.

Designation: Managing46 Marg Vasant Vihar 18-06-1998

5. TCI-CONCOR Multimodal Solutions P Ltd

Director Delhi 1100576. Transystem Logistics International P Ltd.7. Gloxinia Farms Pvt. Ltd.

DIN: 00380300 8. TCI Institute Of Logistics9. The Associated Chambers of

Commerce & industry of India

Annexure-iiDetails of change in directors in last three financial years including any change in the current year

.'\, __..,:! . :::,;,.':"~~,\';.::':.'''''. ,:.'~':.;.t<';; ... '~I "", .':.:'.:'./.,' :::~:.:.', ';:,f';";-~:,f.'~:';-:?;,'..:\':~r_<'.:;,,:-,~. "',/:~:::'::>~_.~,'::':»>',.~':1.::>.""<~',:,::'t,\:.:_~ .:~ ,:<; ,: ! ,,'~' l ,., 'i, l I'

.{'/,: ':;>,;" :,},:",,':'<"(':, D.,.'a...te.,.'.o.f.,'.ap.poin'tm.',.....e..•..".t.y.....'.'..:. :.'D....i!tE!.p...JJ.c.)ss.:a.ti ....Qn '.'',......•"Remarks (viz: rea~ons ':}N~!1le)~~signation~ PtN ": ',' " .,. ", '. . - .' .' ;. ..'" '.' . ,', '.' , . "I' ..:,':, •.:',' '::: ;: c' -.: .'",:,;,:~::;/:/~S,ig'1!~v~n ;:',.:''::': '~!!l}~,~~of:res!~~~ti,p:',,':f?rc.h~~~~~~,c/);:;\Mr. 0 Swaminatha Reddy

Designation: IndependentDirector

DIN: 00006391

Mr. S M Datta


DIN:00032812

Mr. M PSarawagi


DIN: 00401784

Mr. K SMehta


DIN:00128166

Mr. Subramanian Madhavan


DIN: 06451889

Ms. Gita Nayyar


DIN:07128438

Mr. Ravi Uppal


DIN: 00025970

31-03-2019

31-03-2019

31-03-2019

29-07-2019

12-02-2019

24-05-2019

28-10-2019

31-03-2019

31-03-2019

31-03-2019

Resignation

Resignation

Resignation

Completion of tenureu/s 149(11) of the

Companies Act, 2013

Appointment

Appointment

Appointment

Annexure-iiiList of top 10 holders of equity shares of the company as on quarter ended December 31, 2019

s. ' Total no. of No of shares inTotal shareholding

Name and'categoryof shareholder as % of total no. ofNo. equity shares demalform

. equity shares...•

Bhoruka Supply Chain Solutions1 Holdings Ltd. 34,238,213 34,238,213 44.56

(Promoter Group)

2Dharmpal Agarwal-TCI Trading 4,974,995 4,974,995 6.47(Promoter Group)

3Dharam Pal Agarwal-HUF 2,039,756 2,039,756 2.65 .(Promoter Group)

4Ms. Sushma Chama ria 2,030,965 2,030,965 2.64(NRI-NR)

5Mr. Vineet Agarwal 2,028,498 2,028,498 2.64(Promoter)

6Ms. Priyanka Agarwal 1,945,208 1,945,208 2.53(Promoter Group)

7IDFC Multi Cap Fund 1,872,393 1,872,393 2.43(Public- Mutual Fund)

8Ms. Urmila Agarwal 1,850,591 1,850,591 2.40(Promoter Group)

9Mr. Chander Agarwal 1,834,262 1,834,262 2.38(Promoter)

10Ms. Madhulika Agarwal 1,045,664 1,045,664 1.36(Public- Individual)

Annexure -ivTop 10 CPholders as on 28th February, 2020

:~:

1 DBS Bank Ltd. Bank 70 Crores

2 State Bank Of India Ltd. Bank 60 Crores

3 HDFC Bank Ltd. Bank SO Crores'.-~

/

38.89%

33.33%

27.78%

Annexure-vDetails of CP as on Quarter ended 31st December, 2019

CI/2019-INE688A14JD2 85 7.15% 10 30-Dec-19 24-Mar-20 A1+ Unsecured NA HDFC Bank ICRA Ltd.

r 0/DEC/A14JD2 Ltd.

CI/2019-INE688A14JB6 88 7.15% 20 23-Dec-19 20-Mar-20 A1+ Unsecured NA HDFC Bank ICRA Ltd.

20/DEC/ A14JB6 Ltd.

C1/2019-INE688A141Z7 90 7.10% 20 19-Dec-19 18-Mar-20 A1+ Unsecured NA HDFL~d~ank ICRA Ltd.

Q/DEC/ A141Z7

C1/2019-INE688A14JC4 84 6.75% 10 23-Dec-19 16-Mar-20 A1+ Unsecured NA I-iDFL~:.ank ICRA Ltd.

0/DEC/A14JC4

C1/2019-INE688A14JA8 85 6.75% 10 19-Dec-19 13-Mar-20 A1+ Unsecured NA HDFC BanI< ICRA Ltd.

O/DEC/ A14JA8 Ltd.

CI/2019-INE688A141YO 86 6.75% 20 03-Dec-19 27-Feb-20 A1+ Unsecured NA HDFC Bank ICRA Ltd.

0/DEC/A14IYO Ltd.

Ci/2019-INE688A141X2 90 6.80% 20 28-Nov-19 26-Feb-20 A1+ Unsecured NA HDFC Bank ICRA Ltd

20/NOV / A141X2Ltd. .

CI/2019- .90 6.80% 20 26-Nov-19 24-Feb-20 A1+ Unsecured NA HDFL~d~ank ICRA Ltd.

0/NOV/A14IW4INE688A14IW4

C1/2019- .INE688A141V6 90 6.80% 10 22-Nov-19 20-Feb-20 A1+ Unsecured NA HDFL~:.ank ICRA Ltd.

0/NOV/A14IV6

C1/2019-INE688A141U8 90 6.80% 20 21-Nov-19 19-Feb-20 A1+ Unsecured NA HDFL~d~ank ICRA Ltd.

O/NOV / A141U8

C1/2019-INE688A141TO 90 7.10% 10 20-Nov-19 18-Feb-20 A1+ Unsecured NA HDFC Bank ICRA Ltd.

20/NOV / A141TO Ltd.

CI/2019-INE688A141R4 90 7.00% 10 03-0ct-19. 01-Jan-20 A1+ Unsecured NA HDFL~:.ank ICRA Ltd.

0/OCT/A14IR4

C1/2019-INE688A141R4 86 7.10% 10 07-0ct-19 01-Jan-20 A1+ Unsecured NA HDFL~:.ank ICRA Ltd.

O/OCT / A141R4Total 190

Annexure-v;Details of Borrowing as on Quarter ended 31st December, 2019

State Bank of IndiaCashCredit 75.00 5.48 on Demand

CRISILAAStandard

Ltd. (Stable)

':

HDFCBank Ltd. CashCredit/WCDL 60.00 16.98 on DemandCRISILAA

Standard(Stable)

;Immovable

Hongkong & property &CRISILAA

Shanghai Banking CashCredit 50.00 on Demand Book debts(Stable)

Standard

Corporation Ltd. of thecompany

CRISILAADBSBank Ltd. CashCredit 40.00 on Demand (Stable)

Standard

ICICIBank Ltd. Cash Credit 55.00 2.87 on Demandc;RISILAA Standard(Stable)

ICiCI Bank Ltd.Commercial Vehicle 3.02 0.46

Equated Monthly Underlying CRISILAAStandard

Loan Installment Assets (Stable)

Term Loan including Equated Underlying CRISILAAHDFCBank Ltd. Commercial Vehicle 113.71 70.08 Monthly/Quarterly Standard

Loan InstallmentAssets (Stable)

Term Loan including Equated Underlying CRISILAAAxis Bank Ltd. Commercial Vehicle 116.15 78.19 Monthly/Quarterly Standard

Loan InstallmentAssets (Stable)

The Hong Kong & Equated Underlying CRISILAAShanghai Banking Term Loan 5.21 3.13 Monthly/Quarterly Standard

Corporation Ltd. InstallmentAssets (Stable)

DBSBank Ltd. Term Loan 26.00 1.96Equated Quarterly Underlying CRISILAA

StandardInstallment Assets (Stable)

IDFCBank Ltd.Commercial Vehicle 4.96 2.76

Equated Monthly Underlying CRISILAAStandard

Loan Installment Assets (Stable)

Katak MahindraTerm Loan including Equated Underlying CRISILAA \

Bank Ltd.Commercial Vehicle 74.04 42.90 Monthly/Quarterly

Assets (Stable)Standard

Loan Installment

Total 623.09 224.81

Annexure-viiDetails of CP issued during the last 15 months

}~t\I'>';I:~~::~'!.'c .'r:) ,:;)i~'>;! "~>;(~:l;;!C:>;~~:;~>;\:i,:;i\l;rt~if~(~t"~n.::;;'rAm'6;Ut1t)J~2~:: .;'. ; ,I",;.::'~:.':.)~~;~~tlh~j,~~tJl~~'Dateofl<';'" 'Date'of';"i"";'Amount' :..",",.•" ....";,'.",,!' Pi. :,":':~:;,{)\'"1\1'<115" " " ,'.':.;~::fit~t~~'.~..:;.:~K..\\l ~,.~~.t.?fri~:~,'~,l\i~:~~{;~r~:l.~.;'':~aN~!1)~t:;~~;), ';<" .., 0'.,/ e,f<:,,~;\\:'" " ',.,,;,:",,:

1 IN E688A14H PO 22-0ct-18 31-Dec-18 40 - HDFC Bank Ltd ICRA A1+ 200

2 INE688A14H03 23-0ct-18 28-Dec-18 30 - HDFC Bank Ltd ICRA A1+ 200

3 INE688A14HQ8 10-Dec-18 8-Mar-19 20 - HDFC Bank Ltd ICRA A1+ 200

4 INE688A14HR6 11-Dec-18 11-Mar-19 20 - HDFC Bank Ltd ICRA A1+ 200

5 INE688A14HS4 14-Dec-18 12-Mar-19 20 - HDFC Bank Ltd ICRA A1+ 200

6 INE688A14HT2 17-Dec-18 13-Mar-19 20 - HDFC Bank Ltd ICRA A1+ 200

7 INE688A14HUO 28-Dec-18 26-Feb-19 30 - HDFC Bank Ltd ICRA A1+ 200

8 INE688A14HV8 3-Jan-19 27-Mar-19 30 - HDFC Bank Ltd ICRA A1+ 200

9 INE688A14HW6 4-Jan-19 25-Mar-19 50 - HIilFC Bank Ltd ICRA A1+ 200

10 INE688A14HX4 7-Mar-19 24-May-19 20 - HDFC Bank Ltd ICRA A1+ 200

11 INE688A14HY2 12-Mar-19 29-May-19 20 - HDFC Bank Ltd ICRA A1+ 200

12 INE688A14HZ9 14-Mar-19 31-May-19 20 - HDFC Bank Ltd ICRA A1+ 200

13 INE688A141AO 15-Mar-19 5-Jun-19 20 - HDFC Bank Ltd ICRA A1+ 200

14 INE688A141B8 27-Mar-19 27-May-19 20 - HDFC Bank Ltd ICRA A1+ 200

15 INE688A141C6 16-Apr-19 27-Jun-19 50 - HDFC Bank Ltd ICRA A1+ 200

16 INE688A141D4 28-May-19 23-Aug-19 30 - HDFC Bank Ltd ICRA A1+ 200

17 INE688A141E2 31-May-19 28-Aug-19 20 - HDFC Bank Ltd ICRA A1+ 200

18 INE688A141F9 3-Jun-19 30-Aug-19 20 - HDFC Bank Ltd ICRA A1+ 200

19 INE688A141G7 7-Jun-19 4-Sep-19 20 - HDFC Bank Ltd ICRA A1+ 200

20 INE688A14113 28-Jun-19 25-Sep-19 30 - HDFC Bank Ltd ICRA A1+ 200

21 INE688A141H5 4-Jul-19 23-Sep-19 30 - HDFC Bank Ltd ICRA A1+ 200

22 IN E688A141J1 8-Jul-19 3-0ct-19 10 - HDFC Bank Ltd ICRA A1+ 200

23 INE688A141K9 29-Jul-19 14-0ct-19 10 - HDFC Bank Ltd ICRA A1+ 200

24 INE688A141L7 23-Aug-19 21-Nov-19 30 - HDFC Bank Ltd ICRA A1+ 200

25 INE688A141M5 28-Aug-19 26-Nov-19 20 - HDFC Bank Ltd ICRA A1+ 200

26 INE688A141N3 30-Aug-19 28-Nov-19 20 - HDFC Bank Ltd ICRA A1+ 200

27 INE688A14101 4-Sep-19 3-Dec-19 20 - HDFC Bank Ltd ICRA A1+ 200

28 INE688A141P8 23-Sep-19 19-Dec-19 30 - HDFC Bank Ltd ICRA A1+ 200

29 INE688A141Q6 25-Sep-19 23-Dec-19 30 - HDFC Bank Ltd ICRA A1+ 200

30 INE688A141R4 3-0ct-19 1-Jan-20 10 - HDFC Bank Ltd ICRA A1+ 200

31 INE688A141R4 7-0ct-19 1-Jan-20 10 - HDFC Bank Ltd ICRA A1+ 200

32 INE688A141S2 14-0ct-19 27-Dec-19 10 - HDFC Bank Ltd ICRA A1+ 200

33 INE688A141TO 20-Nov-19 18-Feb-20 10 - HDFC Bank Ltd ICRA A1+ 200

34 INE688A141U8 21-Nov-19 19-Feb-20 20 - HDFC Bank Ltd ICRA A1+ 200

35 INE688A141V6 22-Nov-19 20-Feb-20 10 - HDFC Bank Ltd ICRA A1+ 200

36 INE688A141W4 26-Nov-19 24-Feb-20 20 - HDFC Bank Ltd ICRA A1+ 200

37 INE688A141X2 28-Nov-19 26-Feb-20 20 - HDFC Bank Ltd ICRA A1+ 200

38 INE688A141YO 3-Dec-19 27-Feb-20 20 - HDFC Bank Ltd ICRA A1+ 200

39 INE688A14JA8 19-Dec-19 13-Mar-20 10 10 HDFC Bank Ltd ICRA A1+ 200

40 INE688A14JC4 23-Dec-19 16-Mar-20 10 10 HDFC Bank Ltd ICRA A1+ 200

41 INE688A141Z7 19-Dec-19 18-Mar-20 20 20 HDFC Bank Ltd ICRA A1+ 200

42 INE688A14JB6 23-Dec-19 20-Mar-20 20 20 HDFC Bank Ltd ICRA A1+ 200

43 INE688A14JD2 30-Dec-19 24-Mar:20 10 10 HDFC Bank Ltd ICRA A1+ 200

44 INE688A14JEO 18-Feb-20 13-May-20 30 30 HDFC Bank Ltd ICRA A1+ 200

45 INE688A14JF7 20-Feb-20 15-May-20 20 20 HDFC Bank Ltd ICRA A1+ 200

46 IN E688A14JG5 24-Feb-20 22-May-20 10 10 HDFC Bank Ltd ICRA~ ::a~'3:: 200

47 INE688A14JH3 26-Feb-20 26-May-20 30 30 HDFC Bank Ltd IcJ!i,)~1.+",:p~ 200

48 INE688A14Jl1 27-Feb-20 27-May-20 20 20 HDFC Bank Ltd Irte..AI ffiJ,:n~E \"f\\\ 200

Total 1040 180 \\6\ O"~~ J5JJ

~~)

LEADERS IN LOG IST ICS

Tel

Au tho rity M a trix (L is t C )

M ode o f O pe ra tions

L im it A u tho rity P resc ribed

U p to R s . 25 C ro res Jo in tly by anyone s igna to ry from L is t A a longw ith anyone s igna to ry from L is t B .

F rom R s. 25 C ro res Jo in tly by any tw o o f the s igna to ries from L is t A a longw ith anyone s igna to ry from

up to 50 C ro res L is t B .

RESO LVED FURTHER THAT M r. V inee t A ga rw a l, M anag ing D irec to r, M r. A sh ish T iw a ri, G roup CFO & M s.

A rchana Pandey , C om pany Secre ta ry & Com p liance O ffice r, be and a re he reby au tho rized to dec ide the

s tock exchange (s ) fo r lis ting o f the comm erc ia l pape rs , as m ay be issued by the C om pany from tim e to tim e

and to s ign and execu te such docum en ts , deeds , unde rtak ings , ag reem en ts , e tc ., as m ay be requ ired to ge t

the comm erc ia l pape rs lis ted on s tock exchange (s ).

R ESO LVED FURTHERTHAT the C omm on Sea l o f the C om pany be a ffixed on such docum en t(s ), as m ay be

requ ired in acco rdance w ith the A rtic les o f A ssoc ia tion o f the C om pany .

RESO LVEDFURTHERTHAT a copy o f th is reso lu tion du ly ce rtified by the C om pany Secre ta ry o f the C om pany

be fu rn ished to anyone conce rned o r in te res ted in the m a tte r."

C e rtified T rue C opy -'~ -; .' . .

F o r T ranspo rt co rp~ (;~~ lon :O f-ln~d l~~ II~T1 Ited

(~ C o rpo ra te :\

~ O ffice l;J

Archan P ey ~<!J"" ",,1Com pany Secre t ry & Com p liance O ffice r

M em be rsh ip N o : 3884

Add ress : H ouse N o . 1521 Sec to r lO A

G urgaon 122001 HR IN

T ranspo rt C o rpo ra tion o f Ind ia L im ited

Corpo ra te O ffice : TC I H ouse , 69 , Ins titu tiona l A rea , S ec to r-32 , G u rug ram -12200 I, H a ryana (Ind ia )

P h , N o .: +91 124 -2381603 , Fax .: +91 124 -238161 1 E -m a il: co rpo ra te@ tc iLcom W eb : V v"NW .tc iLcom

Regd . O ffice :- F la t N os . 306 & 307 , 1 -8 -271 to 273 , Th ird F loo r, A shoka Bhoopa l C ham be rs , S P Road , S ecunde rabad - 500003 (Te langana )

Te l: +9 I 40 27840 I 04 Fax : +91 40 27840163

C lN : L70 I 09TG I 99sPLCO 191 16

LE A D E R S IN LO G IS T IC S

-•Tel

Transport Corporation of India Ltd.

(IN:L70109TG1995?LC019116

Regd. Office: Flat Nos. 306 So 307, '.8-271 to 271 Ashoka Bhoopal Chambers,

S.P.Road, Secunderabad - 500 003 (TG)

Corp. Office: Tel tiouse, 69 Institutional Area, Se.:tor-32, Gurugram -121 001. Hilryana

let: +91 1242381603-07, Fax: +91 1242381611. E-mail: se<;retarial@lciLcom,Websile:www,tcil,com

( t in laklls. unle" othe'wi'e stated)

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B ra hm a y y a &C O -

Chartered Accountants

In d e p e n d e n t A u d ito r 's R C " 'icw R e p o r t o n U n a u d ite d S ta n d a lo n e Q u a r te r l} ' a n d Y e a r to

D a te F in a n c ia l R e su l ts o f T ra n sp o r t C o rp o ra t io n o f lo d ia L im ite d p u rs u a n t to R e g u la t io n

3 3 o f th e S E B I (L is t in g : O h lig a t io n s a n d D is c lo s u re R e q u irem e n ts ) R e g u la t io n s . 2 0 1 5

T o ,

T h e B o a rd o f U ire c to r s

T ra n sp o r t C o r l lo ra t io n o f In d ia L im ite d

I . W e h a v e re v iew e d th e a c c om p a n y in g s ta tem e n t o f u n a u d ite d s ta n d a lo n e f in a n c ia l r e s u l ts o f

T ra n sp o r t C o rp o ra t io n o f In d ia L im ite d (" 'th e C om p a n y " ) , fo r th e q u a r te r e n d e d 3 pI

D e c em b e r 2 0 1 9 a n d y e a r to d a te f rom p t A p r i l 2 0 1 9 to 3 p t D e c em b e r 2 0 1 9 ( th e "S ta tem e n t" ) ,

b e in g su bm it te d b y th e C om p a n y p u rs u a n t to th e re q u irem e n t o f R e g u la t io n 3 3 o f th e S E B I

(L is t in g O b lig a t io n s a n d D is c lo s u re R e q u irem e n t) R e g u la t io n s . 2 0 1 5 , a s am e n d e d .

2 . T h e S ta tem e n t . w h ic h is th e re s p o n s ib i l i ty o f th e C om p a n y 's M a n a g em e n t a n d a p p ro v e d b y

th e B o a rd o f D ire c to r s . h a s b e e n p re p a re d in a c c o rd a n c e w ith re c o g n it io n a n d m e a su rem e n t

p r in c ip le s la id d ow n in th e In d ia n A c c o u n tin g S ta n d a rd 3 4 " In te r im F in a n c ia l R e p o r t in g "

( " In d A S 3 4 " ) p re s c r ib e d u n d e r S e c t io n 1 3 3 o f th e C om p a n ie s A c t , 2 0 1 3 re a d w ith re le v a n t

ru le s is s u e d th e re u n d e r a n d o th e r a c c o u n tin g p r in c ip le s g e n e ra l ly a c c e p te d in In d ia . O u r

re s p o n s ib i l i ty is to e x p re s s a c o n c lu s io n o n th e S ta tem e n t b a s e d o n o u r re v iew .

3 . W e c o n d u c tc d o u r re v iew in a c c o rd a n c e w ith th e S ta n d a rd o n R e v iew E n g a g em e n ts (S R E )

2 4 1 0 , "R e v iew o f In te r im F in a n c ia l In fo rm a tio n P e r fo rm e d b y th e In d e p e n d e n t A u d ito r o r th e

E n ti ty " is s u e d b y th e In s t i tu te o f C h a r te re d A c c o u n ta n ts o f In d ia ( " leA l" ) . T h is s ta n d a rd

re q u ire s th a t w e p la n a n d p e r fo rm th e re v iew to o b ta in m o d e ra te a s s u ra n c e a s to \v h e th e r th e

l ln a n c ia l r e s u l ts a re f re e o f m a te r ia l m is s ta tem e n t . A re v iew o f in te r im f in a n c ia l in fo rm a tio n

c o n s is ts o f m a k in g in q u ir ie s . p r im a r i ly o f p e r s o n s re s p o n s ib le fo r f in a n c ia l a n d a c c o u n tin g

m a tte r s , a n d a p p ly in g a n a ly t ic a l a n d o th e r re v iew p ro c e d u re s . A re v iew is s u b s ta n t ia l ly le s s in

s c o p e th a n a n a u d it c o n d u c te d in a c c o rd a n c e w ith s ta n d a rd s o n a u d it in g a n d c o n s e q u e n t ly d o e s

n o t e n a b le u s lO o b ta in a s s u ra n c e th a t w e w o u ld b e c om e aw a re o f a l l s ig n i l ic a n t m a tte r s th a l

m ig h t b e id e n t i f ie d in a n a u d it . A c c o rd in g ly , w e d o n o t e x p re s s a n a u d it o p in io n .

48. Masilamani Road, BalaJi Nagar. Royapettah,

Chennai - 600 014, India,

T : +91 - 044 - 2813 1128/38/48 I F: +91 - 044 - 2813 1158

E: [email protected] I www.brahmayya.com

Brahmayya&co-Chartered Accountants

4. H ased on our review conducted as stated above, nothing has com e to OUf attention that causes

us to bclie\'c that the accompanying Statem ent. prepared in accordance \\lith aforesaid Indian

Accounting Standards and other accounting principles generally accepted in India, has not

disclosed the inform ation required to be disclosed in term s of Regulation 33 of the SEBI

(L isting Obligations & D isclosure Requirem ents) Regulations, 2015 as am ended. including the

manner in which it is to he disclosed. or that it contains any m aterial m isstatem ent.

000;115

Place

Date

: Gurugram

: 29 th January 2020

Lukesh Vasudevan

Partner

M embership No. 222320

UDIN: 20222 32.0A8A"A1" b 1 q

48, Masilamani Road, Balaji Nagar, Royapettah,

Chennai - 600 014. India.

T: ~91 - 044 - 2813 1128/38/48 I F: +91 - 044 - 2813 1158

E: mail@ brahmayyacom I www.brahmayya.com

Brahmayya&cooChartered Accountants

In d ep en d cn t A ud ito r 's H c \'icw R epo rt o n U n au d ite d C on so lid a ted Q u a rte r ly an d Y ea r to D a te

F in an c ia l R c su lrs o f T ran sp o rt C o rp o ra tio n o f In d ia L im ited P u rsu an t to R eg u la tio n 3 3 o f th e

S E B I (L is tin g O b lig a tio n s an d D isc lo su re R eq u irem en ts ) R eg u la tio n s , 2 0 1 5

T o .

T h e B o a rd o f D ire c to rs

T ran sp o rt C o rp o n ltio n o f In d ia L im ited

1 . W e h av e rev iew ed th e a c com pan y in g S ta tem en t o f u n au d ite d co n so lid a ted f in an c ia l re su lts o f

T ran sp o rt C o rp o ra tio n o f In d ia L im ited (" th e P a ren t" ) , a n d its su b s id ia r ie s ( th e P a ren t an d its

su b s id ia r ie s to g e th e r re fe rred to a s .'th e G ro u p " ) an d its sh a re o f th e n c t p ro f it o f its jo in t v en tu re fo r

th e q u a rte r en d ed 3 pI D ecem be r 2 0 1 9 . an d y ea r to d a te from pt A p ril 2 0 1 9 to 3 pt D ecem be r 2 0 1 9

C 'th e S ta tem enC ), b e in g su bm itte d b y th e P a ren t p u rsu an t to th e req u irem en t o f R eg u la tio n 3 3 o f th e

S E B I (L is tin g O b lig a tio n s an d D isc lo su re R eq u irem en ts ) R eg u la tio n s , 2 0 1 5 , a s am end ed . A tten tio n

is d rm •• ..n to th e la c t th a t th e co n so lid a ted f ig u re s fo r th e co rre sp o n d in g q u a rte r en d ed 3 1 s t D ecem b e r

2 0 1 8 an d fo r th e p e rio d from I,t A p ril 2 0 1 8 to 3 1 S l D ecem be r 2 0 1 8 a s rep o rte d in th e se co n so lid a ted

f in an c ia l re su lts h av e b een ap p ro v ed h y th e P a ren t 's B o a rd o f D ire c to rs . b u t h av e n o t b e en su b je c ted

to rev iew s in c e th e req u irem en t o f su bm iss io n o f q u a rte r ly co n so lid a ted f in an c ia l re su lts h a s h ecom e

m and a to ry \v ith e ffe c t from pI A p ril 2 0 1 9 .

2 . T h e S ta tem en t w h ich is th e re sp o n s ib ility o f th e P a ren t" s M an ag em en t an d ap p ro v ed b y th e P a ren t 's

H o a rd o f D ire c to rs , h a s b e en p rep a red in a c co rd an ce w ith th e re co g n itio n an d m ea su rem en t

p r in c ip le s la id d ow n in In d ian A cco u n tin g S tan d a rd 3 4 " In te r im F in an c ia l R ep o rtin g " C 'ln d A S 34 " ) ,

p re sc r ib ed u n d e r S ec tio n 1 3 3 o f th e C om pan ie s A c t, 2 0 1 3 , re ad w ith re lev an t ru le s is su ed th e reu n d e r

an d o th e r a c co u n tin g p rin c ip le s g en e ra lly a c c ep ted in In d ia . O u r re sp o n s ib ility is to ex p re ss a

co n c lu s io n o n th e S ta tem en t b a sed o n o u r rev iew .

3 . W e co n d u c ted o u r rev iew in ac co rd an ce w ith th e S tan d a rd o n R ev iew E ng ag em en ts (S R E ) 2 4 1 0

"R ev iew o f In te r im F in an c ia l In fo rm a tio n p e rfo rm ed b y th e In d ep en d en t A ud ito r o f th e en tity "

is su ed b y th e In s titu te o f C h a rte red A cco u n tan ts o f In d ia (" IC A I" ) . T h is S tan d a rd req u ire s th a t w e

p lan an d p e rfo rm th e rev iew to o b ta in m od e ra te a ssu ran ce a s to w h e th e r th e f in an c ia l re su lts a re fre e

o f m a te r ia l m iss ta tem en t. A rev iew o f in te r im fin an c ia l in fo rm a tio n co n s is ts o f m ak in g in q u ir ie s ,

p r im a rily ' o f p e rso n s re sp o n s ib le fo r f in an c ia l a n d acco u n tin g m a tte rs , a n d ap p ly in g an a ly tic a l an d

o th e r rev iew p ro ced u re s . A rev iew is su b s tan tia lly le s s in sco p e th an an au d it c o n d u c ted in

a c co rd an ce w ith s tan d a rd s o n A ud itin g an d co n seq u en tly d o e s n o t en ab le u s to o b ta in a ssu ran ce th a t

w e w ou ld b ecom e aw a re o f a ll s ig n if ic an t m a tte rs th a t m ig h t b e id en tif ie d in an au d it. A cco rd in g ly ,

w e d o n o t ex p re ss an au d it o p in io n .

W e a lso p e rfo rm ed p ro ced u re s in a c co rd an ce w ith th e c ircu la r is su ed b y th e S E B I u n d e r R eg u la tio n

3 3 (8 ) o f th e S E B I (L is tin g O b lig a tio n s an d D isc lo su re R eq u irem en ts ) R eg u la tio n s . 2 0 1 5 , a s

am end ed . to th e ex ten t ap p lic ab le .

48, Masilamani Road. Balaji Nagar. Royapettah,

Chennai - 600 014. India.

T: +91 - 044 - 2813 1128/38/48 I F: +91 - 044 - 2813 1158

E: [email protected] I www.brahmayya.com

J

Brahmayya & co°Chartered Accountants

4 . T h e S ta tem en t in c lu d e s th e re su lts o f th e I J ra llc h a n d o f th e fo llow in g e n ti t ie s :

i) T C I-C O N C O R M u ltim o d a l S o lu tio n s P v t. L td (S u b s id ia ry ')

ii) T C I V en tu re s L td (S u b s id ia ry )

iii) Te l C o ld C h a in S o lu tio n s Ltd (S u b s id ia ry )

iv ) Te l I io id in g s A s ia ra c il ie P tc . L td (S u b s id ia ry )

v ) Te l H o ld in g s SA & E P te . L td (S u b s id ia ry )

v i) Te l B an g la d e sh L td (S u b s id ia ry )

v ii) Te l N ep a l P r iv a te L td (S u b s id ia ry )

v ii i) Te l G lo b a l P te L td (S u b s id ia ry )

ix ) Te l G lo h a l B ra z il L o g is tic a L td a (S u b s id ia ry )

x ) Te l H o ld in g s N e th e r la n d s B .V (S u b s id ia ry )

x i) S tra tso l L o g is tic s P v t. L td (S u b s id ia ry )

x ii) T ra n sy s tcm L o g is tic s In te rn a tio n a l P v t. L td (Jo in t V en tu re )

5 . B a se d o n o u r re v ic \v c o n d u c te d a n d p ro c e d u re s p e r fo rm ed a s s ta te d in p a ra g ra p h 3 a b o v e a n d b a se d

o n th e c o n s id e ra tio n o f th e re v iew re p o r t o f th e o th e r a u d ito r re fe r re d to in p a ra g ra p h 7 b e low ,

n o th in g h a s c om e to o u r a tte n tio n th a t c a u se s u s to b e lie v e th a t th e a c c om p an y in g S ta tem en t.

p re p a re d in a c c o rd a n c e w ith th e re c o g n itio n a n d m ea su rem en t p r in c ip le s la id d ow n in th e a fo re s a id

In d ia n A c co u n tin g S ta n d a rd a n d o th e r a c c o u n tin g p r in c ip le s g e n e ra lly a c c e p te d in In d ia , h a s n o t

d is c lo se d th e in fo rm a tio n re q u ire d to b e d is c lo se d in te n n s o f R eg u la tio n 3 3 o f th e S E B I (L is tin g

O b lig a tio n s a n d D isc lo su re R eq u irem en ts ) R eg u la tio n s . 2 0 1 5 , a s am en d ed , in c lu d in g th e m an n e r in

w h ic h it is to b e d is c lo se d . o r th a t i t c o n ta in s a n y m a te r ia l m is s ta tem en t.

6 . V.•'e d id n o t re v iew th e in te r im lin a n c ia l re su lts o f o n e b ra n c h in c lu d e d in th e u n a u d ite d s ta n d a lo n e

f in a n c ia l re su lts o f th e e n ti ty in c lu d e d in th e G ro u p . w h o se in te r im f in a n c ia l re su lts re f le c t to ta l

re v e n u e o f R s . 5 6 .5 4 L ak h s , to ta l n e t p ro f it a f te r ta x o f R s . 2 .2 6 L ak h s a n d to la l c om p re h e n s iv e

in c om c o f2 .2 6 L ak h s fo r th e p e r io d from p I A p ril 2 0 1 9 to 3 jS l D ec em b e r 2 0 1 9 , a s c o n s id e re d in th e

re sp e c tiv e u n a u d ite d s ta n d a lo n e in te r im f im lllc ia l re su lts o f th e e n ti ty in c lu d e d in th e G ro u p . T h e

in te r im f in a n c ia l re su lts o f th is b ra n c h h a s b e e n p re p a re d b y th e m an ag em cn t. a n d o u r c o n c lu s io n in

so fa r a s it re la te s to th e am o u n ts a n d d is c lo su re s in c lu d e d in re sp e c t o f tb is b ra n c h . is b a se d so ld y

o n m an ag em en t a c c o u n ts a n d th e p ro c e d u re s p e r fo rm ed b y u s a s s ta te d in p a ra g ra p h 3 a b o v e .

O u r c o n c lu s io n o n Ih e S ta tem en t is n o t m o d if ie d in re sp e c t o f th e a b o v e m a tte r .

7 . W e d id n o t re v iew in te r im f in a n c ia l re su lts o f tw 'O su b s id ia r ie s ; in c lu d e d in th e S ta tem en t, w h o se

in te r im f in a n c ia l re su lts reO e e t to ta l re v e n u e o f R s . 5 ,6 8 5 .7 1 L ak h s a n d R s . 1 4 ,8 7 5 .5 5 L ak b s , to ta l

n e t p ro f it a t le r ta x e fR s . 5 2 .9 6 L ak h s a n d R s . 1 3 9 .7 0 L ak h s a n d to ta l c om p re h e n s iv e in c om e e rR s .

5 2 .9 6 L ak h s a n d R s . 1 3 9 .7 0 L ak h s fo r th e q u a r te r e n d e d 3 1 '\ D e c em b e r 2 0 1 9 an d fo r th e p e r io d from

pI A p ril 2 0 1 9 to 3 pI D ec em b e r 2 0 1 9 . re sp e c tiv e ly . a s c o n s id e re d in th e S ta tem en t. T h e se

48. M asilam an i Road, Ba!a ji N agar, Royapettah ,

(henna i • 600 014. Ind ia .

T : +91 - 044 - 2813 1128/38 /48 I F : .91 - 044 - 2813 1158

E : m ait@ brahmayya,com I www .brahmayya.com

Brahmayya & co°Chartered Accountants

f in a n c ia l r e s u l ts h a s b e e n re v iew e d b y th e o th e r a u d i to r w h o s e re p o r t h a s b e e n fu rn is h e d to u s b y th e

M a n a g em e n t , a n d o u r c o n c lu s io n o n th e S ta tem e n t , in s o fa r a s i t r e la te s to th e am o u n ts a n d

d is c lo s u re s in c lu d e d in re s p e c t o f th is s u b s id ia ry , is b a s e d so le ly o n th e re p o r t o f th e o th e r a u d i to r

a n d th e p ro c e d u re s p e r fo rm e d b y u s a s s ta te d in p a ra g ra p h 3 a b o v e .

O u r c o n c lu s io n o n th e S ta tem e n t is n o t m o d if ie d in re s p e c t o f th e a b o v e m aU e r .

8 . T h e S ta tem e n t in c lu d e s th c in te r im f in a n c ia l r e s u l ts o f n in e s u b s id ia r ie s w h ic h h a v e n o t b e e n

re v iew e d b y th e ir a u d i to r s , w h o s e in te r im f in a n c ia l r e s u l ts re f le c t to ta l r e v e n u e a fR s . 7 6 3 .3 6 L a k h s

a n d R s . 2 .2 3 0 .3 7 L a k h s . to ta l n e t lo s s a f te r ta x o f R s . 2 3 .3 5 L a k h s a n d R s . 8 0 .4 1 L a k h s a n d to ta l

c o m p re h e n s iv e lo s s o f R s . 2 3 .3 5 L a k h s a n d R s . 8 0 .4 1 L a k h s fo r th e q u a r te r c n d e d 3 1 s l D e c em b e r

2 0 1 9 a n d fo r th e p e r io d f ro m 1 S t A p r i l 2 0 1 9 to 3 P l D e c em b e r 2 0 1 9 , re s p e c t iv e ly , a s c o n s id e re d in

th e S ta tem e n t . T h e u n a u d ite d c o n so l id a te d f in a n c ia l r e s u l ts a ls o in c lu d e th e G ro u p 's s h a re o f n e t

p ro f i t a f te r ta x o f R s . 1 9 0 .4 1 L a k h s a n d R s . 1 ,9 4 3 .9 2 L a k h s , to ta l c o m p re h e n s iv e in c o m e o f R s .

1 9 0 .4 1 L a k h s a n d R s . 1 ,9 4 3 .9 2 L a k h s fo r th e q u a r te r e n d e d 3 I s l D e c em b e r 2 0 1 9 a n d fo r th e p e r io d

f ro m pI A p r i l 2 0 1 9 to 3 p t D e c em b e r 2 0 1 9 . re s p e c t iv e ly , a s c o n s id e re d in th e S ta tem e n t , in re s p e c t

o f o n e jo in t v e n tu re , b a s e d o n th e ir in le r im f in a n c ia l r e s u l ts w h ic h h a s n o t b e e n re v iew e d b y th e ir

a u d i to r . A c c o rd in g to th e in fo rm a tio n a n d e x p la n a t io n s g iv e n to u s b y th e M an a g em e n t , th e s e in te r im

f in a n c ia l r e s u l ts a re n o t m a te r ia l to th e G ro u p .

O u r c o n c lu s io n o n th e S ta tem e n t is n o t m o d if ie d in re s p e c t o f th e a b o v e m a tte r .

P la c e

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48, M asilam an i Road, Ba la ji N agar, Royapettah ,

Chenna i - 600 014. Ind ia .

T : +91 - 044 - 2813 1128/38 /48 I F : +91 - 044 - 2813 1158

E : m a il@ brahmayya .com I www .brahmayya .com

48


ii) the Company did not have any long terms contract including

derivative contracts for which there were any material

foreseeable losses.

iii) there has been no delay in transferring amounts, required to

be transferred to the Investor Education and Protection Fund

by the Company.

iv) the Company has provided requisite disclosures in its standalone

Ind AS financial statements as to holding as well as dealings in

Specified Bank Notes during the period from 8th November, 2016

to 30thDecember, 2016 and these are in accordance with books

of account maintained by the Company. Refer note 8.

For R.S. Agarwala & Co.


Firm’s Regn No:-304045E

(R.S.Agarwala)

Partner

Camp:-Gurugram Membership No.005534

Date: 16thMay, 2017

Annexure “A”to Independent Auditors’ Report of even date to the members of Transport Corporation of India Limited, on the

Standalone Ind AS Financial Statement for the year ended 31st March, 2017.

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date.

1. a) The company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.

b) We are informed that a test of physical verification of these assets

was carried out by the management at reasonable intervals and

no material discrepancies were noticed. In our Opinion, the

frequency of verification of Fixed Assets is reasonable having

regards to the size of the Company and nature of its assets.

c) The titles deeds of all the immovable properties, as disclosed

in the Ind AS financial statements, are held in the name of the

Company except in respect of immovable properties situated at

Secunderabad and Kolhapur.

2. a) The management has conducted physical verification of

inventory at reasonable intervals during the year.

b) The procedures of physical verification of inventory followed by

the management are reasonable and adequate in relation to the

size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and

no material discrepancies between physical inventory and book

records were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to

Companies, firms, Limited Liability Partnerships or other parties covered

in the register maintained under section 189 of the Act. Therefore, the

provisions of Clause 3 (iii) of the said order are not applicable.

4. In our opinion and according to the information and explanations

given to us, the company has complied with the provisions of section

185 and 186 of the Act, with respect to loans and investments made.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost

records under sub- section (1) of section 148 of the Act in respect of

any activities of the Company.

7. (a) According to the information and explanation given to us and

records of the Company examined by us, in our opinion the

Company is regular in depositing undisputed statutory dues

including provident fund, employees’ state insurance, income

tax, service tax, custom duty, Excise Duty, value added tax, cess

and any other statutory dues to the appropriate authorities.

(b) According to the information and explanations given to us and

the records of the Company examined by us, the particulars of

dues of income-tax or sales tax or service tax or duty of excise

or value added tax or cess or Employees’ State Insurance as at

March 31, 2017 which have not been deposited on account of

any dispute are as under:

Nature of the

Statute

Nature of

the dues

Amount

(` In

Lakh)

Period

to which

amount

relates

Forum where

dispute is

pending

Income Tax Act

1961

Income Tax 22.71 From FY 2011-

12 to 2012-13

Commissioner

(Appeals)

Sales Tax Act

Various States

Trade Tax 173.97 From FY 2003-

04 to 2016-17

Various

Authority

Employee's

State Insurance,

1948

Employee's

State

Insurance

20.98 FY 2011-12 Supreme

Court

Nature of the

Statute

Nature of

the dues

Amount

(` In

Lakh)

Period

to which

amount

relates

Forum where

dispute is

pending

Central Excise

Act, 1944

Excise Duty 26.82 FY 2009-10 to

FY 2012-13

Central Excise

& Service Tax

Appellate

Tribunal

8. According to the records of the company examined by us and the

information and explanations given to us, the company has not

defaulted in repayment of loans or borrowings to any financial

institutions or bank or Government during the year. The company

has not issued any debentures.

9. The company has not raised any moneys by way of initial public

offer, further public offer (including debt instruments) and term

loans. Therefore, the provisions of Clause 3(ix) of the said order are

not applicable to the company.

10. During the course of our examination of the books and records of

the Company, carried out in accordance with the generally accepted

auditing practices in India, and according to the information and

explanations given to us, we have neither come across any instance

of material fraud by the company or on the Company by its officers

or employees, noticed or reported during the year, nor have we

been informed of any such cases by the management during the

course of our audit.

11. The company has paid /provided for managerial remuneration in

accordance with the requisite approvals mandated by the provisions

of section 197 read with schedule V to the Act.

12. The company is not a Nidhi Company.

13. The transactions with related parties are in compliance with the

provisions of Section177 and 188 of the Act. The details of the

related party transactions have been disclosed in the Ind AS financial

statements as required by the applicable accounting standard.

14. The Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during

the year under review. Therefore, the provisions of Clause 3 (xiv) of

the order are not applicable.

15. The Company has not entered into any non-cash transactions with

its directors or persons connected with him. Therefore, the provisions

of Clause 3 (xv) of the order are not applicable.

16. The Company is not required to be registered under Section 45-IA of

the Reserve Bank of India Act, 1934.




(R.S. Agarwala)

Partner

Camp: -Gurugram Membership No.005534

Date: 16thMay, 2017

49

Annual Report 2016-17

Report on the Internal Financial Controls under Clause (i)

of sub-section 3 of Section 143 of the companies Act, 2013.

We have audited the internal financial controls over financial reporting of

Transport Corporation of India Limited (“the Company”) as of 31st March,

2017 in conjunction with our audit of the standalone Ind AS financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial

Controls

The Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Company considering the

essential components of internal controls stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India (ICAI). These responsibilities

include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including adherence to

company’s policies, safeguarding of its assets, prevention and detection of

frauds and errors, accuracy and completeness of the accounting records,

and timely preparation of reliable financial information, as required under

the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal

financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the “Guidance

Note”) and the Standards on Auditing, issued by ICAI and deemed

to be prescribed under section 143(10) of the Companies Act, 2013,

to the extent applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and, both issued by

the Institute of Chartered Accountants of India. Those Standards and

the Guidance Note require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about

the adequacy of the internal financial controls system over financial

reporting and their operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that

a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the Ind AS financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial

Reporting

A company’s internal financial control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting

principles. A company’s internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2)provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets

that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting

Because of the inherent limitations of internal financial controls over

financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to

future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate

internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating

effectively as at 31st March, 2017, based on the internal control over


essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by

the Institute of Chartered Accountants of India.




( R.S.Agarwala)

Partner

Camp: -Gurugram Membership No.005534

Date: 16th May, 2017

Annexure B to The Independent Auditors’ ReportReferred to in Paragraph 2(g) of the Independent Auditors’ Report of even date to the Members of

Transport Corporation of India Limited on the Standalone Ind AS Financial Statements for the Year Ended

31st March, 2017

50


Balance Sheet as at 31st March 2017

In terms of our Report of even date For and on behalf of the Board

For R S Agarwala & Co.


Firm Regn No. 304045E

S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner

(Membership No.005534)

Camp: Gurugram

Date : 16th May, 2017

Place: Gurugram


Archana Pandey

(Company Secretary &

Compliance Officer)

Ashish Tiwari

(Group CFO )

ParticularsNote

No

As at

31st March 2017

In `

As at

31st March 2016

In `

As at

1st April 2015

In `

Assets

Non-Current Assets

Property, Plant and Equipment 4 5,318,403,431 5,205,467,707 4,757,262,894

Capital Work-in-progress 4A 568,091,751 123,186,893 68,102,112

Intangible Assets 5 6,773,233 9,864,203 35,304,564

Financial Assets

Investments 6 297,771,983 265,613,686 475,110,032

Loans 7 114,305,094 64,242,719 58,938,275

Other Financial Assets 8 26,138,576 19,722,679 19,155,480

Other Non-Current Assets 9 542,184,314 339,567,753 386,995,584

6,873,668,382 6,027,665,640 5,800,868,941

Current Assets

Inventories 10 25,066,807 17,578,333 22,752,180

Financial Assets

Trade Receivables 11 3,316,463,094 3,032,957,728 3,839,226,524

Cash and Cash Equivalents 12 171,764,599 91,152,474 137,274,787

Other Bank Balances 12 12,299,427 12,895,802 8,715,516

Loans 7 107,230,070 70,711,170 133,304,268


Other Current Assets 9 575,931,564 331,460,696 229,813,451

Current Tax Assets (Net) 13 229,606,562 109,016,429 79,749,222

4,444,033,249 3,670,234,999 4,454,508,835

Total Assets 11,317,701,631 9,697,900,639 10,255,377,776

EQUITY AND LIABILITIES

Equity

a) Equity Share Capital 14 153,154,900 152,147,200 151,347,000

b) Other Equity 14A 5,655,865,118 5,028,974,733 5,816,610,203

5,809,020,018 5,181,121,933 5,967,957,203

Non-Current Liabilities

Financial Liabilities

Borrowings 15 1,403,931,220 957,575,099 734,528,018

Deferred Tax Liabilities (Net) 17 391,743,693 318,760,369 297,454,908

Government Grant 18 20,308,268 - -

1,815,983,181 1,276,335,468 1,031,982,926

Current Liabilities


Short-Term Borrowings 20 2,255,805,158 2,042,801,847 1,975,262,535

Trade Payables 21 733,296,366 516,389,526 693,039,925

Other Financial Liabilities 16 530,888,758 522,125,164 476,837,359

Short-term Provisions 22 52,347,304 63,440,086 54,081,896


Other Current Liabilities 19 118,014,980 95,686,615 56,215,932

3,692,698,432 3,240,443,238 3,255,437,647

Total Equity and Liabilities 11,317,701,631 9,697,900,639 10,255,377,776

51


Statement of Profit or Loss for the Year Ended 31st March 2017





S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner


Camp: Gurugram


Place: Gurugram


Archana Pandey


Compliance Officer)

Ashish Tiwari

(Group CFO )

ParticularsNote

No

Year ended

31st March 2017

In `

Year ended

31st March 2016 In `

Continuing Operations

Revenue

Revenue from Operations 23 18,042,453,706 15,984,097,961

Other Income 24 177,200,981 156,029,230

18,219,654,687 16,140,127,191

Expenses

Cost of Rendering of Services 25 14,540,628,560 12,824,084,780

Employee Benefits Expense 26 1,035,026,664 953,640,377

Finance Costs 27 286,067,964 239,279,603

Depreciation and Amortization Expense 28 578,125,522 507,114,917

Other Expenses 29 892,253,252 869,141,863

17,332,101,962 15,393,261,540

Profit Before Exceptional Items and Tax 887,552,725 746,865,651

Exceptional Items 42

Loss on liquidation of wholly owned subsidiary TCI Global Holding

(Mauritius) Ltd

- 213,739,400

Transferred an equivalent amount from the Securities Premium Account

as per the Scheme

- 213,739,400

Profit Before Tax 887,552,725 746,865,651

Tax Expense 30

Current Tax 111,469,999 83,855,912

Deferred Tax 73,450,858 67,420,614

184,920,857 151,276,526

Profit for the Year from Continuing Operations 702,631,868 595,589,125

Discontinued Operations

Profit Before Tax - 444,921,779

Tax expense - 133,921,446

Profit for the Year from Discontinued Operations - 311,000,333

Profit for the Year 702,631,868 906,589,458

Other Comprehensive Income

Items that will not be reclassified to profit or loss

FVOCI equity investments 5,602,954 3,332,292

Acturial gain/(loss) (1,846,136) (10,233,359)

Income tax relating items that will not be reclassified to profit or loss 467,533 3,488,171

Other Comprehensive income for the year, net of tax 4,224,351 (3,412,896)

Total Comprehensive Income for the Year 706,856,219 903,176,562

Basic Earnings Per Share of ` 2 Each

Continuing Operations 9.18 7.83

Discontinued Operations - 4.09

Total Basic Earnings Per Share 9.18 11.92

Diluted Earnings Per Share of ` 2 Each

Continuing Operations 9.18 7.82

Discontinued Operations - 4.09

Total Diluted Earnings Per Share 9.18 11.91

52


Statement of Cash Flow for the Year Ended 31st March 2017

Particulars

Year ended

31st March 2017

In `

Year ended

31st March 2016

In `

A. Cash Flow From Operating Activities:Net Profit Before Tax and Exceptional Items 887,552,725 1,191,787,430Adjustments for :Depreciation 578,125,522 507,114,917 Loss (Profit) on sale of Fixed Assets 8,174,964 (9,653,918)Fair valuation of investments through FVTPL and FVOCI (6,791,638) (3,332,292)Lease Rent Payments 21,050 21,050 Interest Payments 286,067,964 239,279,603 Interest Income (14,434,523) (14,458,990)Dividend Income (60,329,352) (79,401,352)Government Grant (2,345,866) -

788,488,121 639,569,018 Operating Profit Before Working Capital Changes 1,676,040,846 1,831,356,448Adjustments For :Trade Receivables (283,505,366) 806,268,796 Other Financial Assets 142,662,056 208,240,174 Inventories (7,488,474) 5,173,847 Trade Payable and Other Payable 126,271,366 (1,622,783,234)Cash Generation From Operations 1,653,980,427 1,228,256,031(Direct Taxes Paid)/Refund Received (266,861,485) (236,987,407)Net Cash Flow From Operating Activities 1,387,118,942 991,268,624

B. Cash Flow Flow From Investing Activities:Purchase of Fixed Assets (1,156,094,581) (1,022,445,978)Loans and Advances (533,668,704) 3,069,240 Proceeds on Sale of Fixed Assets 15,044,483 47,135,743 Purchase of Investments (25,366,659) (1,675,500)Interest Received 10,419,164 12,582,337Dividend Received 60,329,352 79,401,352 Lease Rent Payments (21,050) (21,050)Net Cash Flow From Investing Activities (1,629,357,996) (881,953,855)

C. Cash Flow From Financing Activities:Proceeds from Issuance of Share Capital 25,353,005 16,498,500 Proceeds from Government Grant 25,000,000 - Short Term Borrowings (Net) 213,003,312 67,539,314 Proceeds from Term Borrowings 877,158,539 756,664,496 Repayment of Term Borrowings (430,802,418) (533,617,415)Interest Paid (286,067,964) (239,279,603)Payment of Dividend (84,240,324) (182,216,744)Payment of Dividend Tax (17,149,346) (36,845,344)Net Cash Flow From Financing Activities 322,254,804 (151,256,796)Net Increase(Decrease) In Cash & Cash Equivalent(A+B+C) 80,015,750 (41,942,027)Cash & Cash Equivalent as on 31st March, 2016 104,048,276 145,990,303 Cash & Cash Equivalent as on 31st March, 2017 184,064,026 104,048,276

Statement of Changes in Equity for the Year Ended 31st March 2017A. Equity Share Capital

Particulars No of shares In `Balance as at 1st April 2015 75,673,500 151,347,000 Changes in equity share capital during 2015-16 400,100 800,200 Balance as at 31st March 2016 76,073,600 152,147,200 Balance as at 1st April 2016 76,073,600 152,147,200 Changes in equity share capital during 2016-17 503,850 1,007,700 Balance as at 31st March 2017 76,577,450 153,154,900





S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner


Camp: Gurugram


Place: Gurugram


Archana Pandey


Compliance Officer)

Ashish Tiwari

(Group CFO )

85


To the Members of Transport Corporation of India Limited

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial

statements of Transport Corporation of India Limited (hereinafter

referred to as “the Holding Company”) and its subsidiaries (the Holding

Company and its subsidiaries together referred to as “the Group”), and its

jointly controlled entities; comprising of the Consolidated Balance Sheet as

at 31st March, 2017, the consolidated Statement of Profit and Loss (including

other comprehensive income), the consolidated Statement of Cash flows

and the Consolidated Statement of Changes in Equity for the year then

ended, and a summary of the significant accounting policies and other

explanatory information (hereinafter referred to as “the consolidated Ind AS

financial statements”)

Management’s Responsibility for the Consolidated Ind AS

Financial Statements

The Holding Company’s Board of Directors is responsible for the

preparation of these consolidated Ind AS financial statements in terms of

the requirements of the Companies Act, 2013 (hereinafter referred to as ‘the

Act’) that give a true and fair view of the consolidated financial position,

consolidated financial performance including other comprehensive

income, consolidated cash flows and consolidated changes in equity

of the Group in accordance with the accounting principles generally

accepted in India, including the Indian Accounting Standards specified in

the Companies (Indian Accounting Standards) Rules, 2015 (as amended)

under Section 133 of the Act. The respective Board of Directors of the

companies included in the Group and jointly controlled entities venture

are responsible for maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of

the Group and jointly controlled entities respectively and for preventing

and detecting frauds and other irregularities; the selection and application

of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and the design, implementation and

maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the consolidated

Ind AS financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error, which have been

used for the purpose of preparation of the consolidated Ind AS financial

statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

1. Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit.

2. We have taken into account the provisions of the Act and Rules made thereunder, including accounting standards and matters which are required to be included in the audit report.

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS

financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

5. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in para (a) of the other matters below, other than the unaudited financial statements as certified by the management and referred to in para (b) of the other matters below, is sufficient and appropriate to provide a basis for our audit opinion on the

consolidated Ind AS financial statement.

Opinion

Based on our audit on consideration of reports of other auditors, on separate financial statements of the subsidiaries and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS financial statements give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of the affairs of the Group and jointly controlled entities as at 31st March, 2017 and its consolidated Profit (including other comprehensive income), their consolidated Cash flows and consolidated changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note 41 to the consolidated Ind AS financial statements in case of the step down overseas subsidiary TCI Global (Singapore) Pte. Ltd which had suffered recurring operating losses, has capital deficiency and whose total current liabilities are in excess of total current assets and giving rise to doubt as the subsidiary’s ability to continue as a going concern. However, the management confirms continued financial support from the holding Company and therefore do not require any adjustments to the carrying value and classification of the assets and liabilities.

Our opinion is not qualified in respect of these matters.

Other Matters

(a) We did not audit the financial statements of nine subsidiaries (including seven overseas step-down subsidiaries), and two jointly controlled entities (including one overseas jointly controlled entities), whose financial statements reflect total assets of `

3,030.90 lakh as at 31st March, 2017, total revenues of ` 13,861.31 lakh and net cash outflows amounting to ` 68.01 lakh for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and jointly controlled entities, is based solely on the reports of the other auditors.

(b) We did not audit the financial statements of three overseas step-down subsidiaries, whose financial statements reflect total assets of ` 283.32 lakh as at 31st March, 2017, total revenues of ` Nil and net cash outflows amounting to ` 0.12 lakh for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these step down subsidiaries, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so

Independent Auditor’s Report on Consolidated Financial Statements

86


far as it relates to the aforesaid subsidiaries, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the consolidated Ind AS financial statements, and our report on other legal and regulatory requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the management.

The comparative financial information of the Company for the year ended 31st March, 2016 and the transition date opening balance sheet as at 1st April, 2015 included in these consolidated Ind AS financial statements, are based on the previously issued statutory financial statements for the year ended 31st March, 2016 and 31st March, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated 18th August, 2016 and 25th May, 2015 respectively. The adjustments to those financial statements for the difference in accounting principles adopted by the Company on transition have been audited by us.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit of the aforesaid

consolidated Ind AS financial statement;

(b) In our opinion, proper books of account as required by law

maintained by the Holding Company, its subsidiaries included in

the group and jointly controlled entities relating to preparation

of the aforesaid consolidated Ins AS financial statement have

been kept so far as it appears from our examination of those

books and the reports of the other auditors;

(c) The Consolidated Balance Sheet, the Consolidated Statement

of Profit and Loss (including other comprehensive income),

the Consolidated Statement of Cash Flows and Consolidated

Statement of Changes in Equity dealt with by this Report are in

agreement with the relevant books of account maintained by

the Holding Company, its subsidiaries included in the Group,

and jointly controlled entities for the purpose of preparation of

the consolidated Ind AS financial statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial

statements comply with the Indian Accounting Standards

specified under Section 133 of the Act, read with relevant rules

issued thereunder.

(e) On the basis of the written representations received from the

directors of the Holding Company as on 31st March, 2017 taken

on record by the Board of Directors of the Holding Company

and the reports of the statutory auditors of its subsidiary

companies and jointly controlled companies incorporated in

India, none of the directors of the Group companies, its jointly

controlled companies incorporated in India is disqualified as

on 31st March, 2017 from being appointed as a director of that

company in terms of Section 164 (2) of the Act.

(f ) With respect to the adequacy of the internal financial

control over financial reporting of the Holding Company,

its subsidiaries companies, and jointly controlled entities

incorporated in India and the operating effectiveness

of such control, refer to our separate report in

Annexure “A”.

(g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditor’s) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to

us:

i. As detailed in Note 40 to the consolidated Ind AS financial

statements, the Group has disclosed the impact of pending

litigation on its consolidated Ind AS financial statements.

ii. The Group did not have any long-term contracts including


foreseeable losses.

iii. There has been no delay in transferring amounts, required

to be transferred, to the Investor Education and Protection

Fund by the Holding Company.

iv. In the consolidated financial statements, holdings as well

as dealings in Specified Bank Notes during the period

from 8th November, 2016 to 30th December, 2016 by the

Holding Company and its subsidiaries and jointly controlled

entities incorporated in India has been requisitely disclosed

and these are in accordance with the books of accounts

maintained by the Holding Company, its subsidiaries and

jointly controlled entities incorporated in India and reports

of the other auditors. Refer note 46.



Firm’s Regn No.: 304045E

R.S. Agarwala

Camp: Gurugram Partner

Date: 16th May, 2017 Membership No.: 005534

Annexure “A’’ to the Independent Auditor’s Report Referred to in paragraph 1(f) of the Independent Auditors’ Report of even date to the members of Transport Corporation

of India Limited on the consolidated Ind AS financial statements for the year ended 31st March, 2017.

Report on the Internal Financial Controls under Clause (i)

of sub-section 3 of Section 143 of the companies Act, 2013

We have audited the internal financial controls over financial reporting

of Transport Corporation of India Limited (hereinafter referred to as “the

Holding Company”), its subsidiary companies and jointly controlled

entities as of 31st March, 2017 in conjunction with our audit of the

consolidated Ind AS financial statements of the Company for the year

ended on that date.

Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Holding Company, its

subsidiary companies and jointly controlled entities are responsible

for establishing and maintaining internal financial controls based on

the internal control over financial reporting criteria established by the

Company considering the essential components of internal controls

stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of

India (ICAI). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct

of its business, including adherence to respective company’s policies,

safeguarding of its assets, prevention and detection of frauds and

87


errors, accuracy and completeness of the accounting records, and

timely preparation of reliable financial information, as required under

the Act.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Group’s internal financial

controls over financial reporting based on our audit. We conducted our

audit in accordance with the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting (the “Guidance Note”) and the Standards

on Auditing, issued by ICAI and deemed to be prescribed under section

143(10) of the Companies Act, 2013, to the extent applicable to an audit of

internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of

India. Those Standards and the Guidance Note require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial

reporting was established and maintained and if such controls operated

effectively in all material respects.




controls over financial reporting included obtaining an understanding

of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the reports of

the other auditors in respect of entities audited by them referred to in the

Other Matters paragraph below, is sufficient and appropriate to provide

a basis for our audit opinion on the Company’s internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls Over Financial

Reporting A company’s internal financial control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes

those policies and procedures that (a) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (b) provide

reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of

the company are being made only in accordance with authorizations of

management and directors of the company; and (c) provide reasonable

assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a

material effect on the financial statements.


Financial ReportingBecause of the inherent limitations of internal financial controls over


management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation

of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may

deteriorate.

OpinionIn our opinion, the Holding Company, its subsidiary companies and jointly

controlled entities have, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls

over financial reporting were operating effectively as at 31st March, 2017,

based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India

as it appears from our examination of the books and records of the Holding

Company and the reports of the other auditors in respect of entities audited

by them.

Other MattersOur aforesaid report under section 143(3)(i) of the Act on the adequacy

and operating effectiveness of the internal financial controls over financial

reporting insofar as it relates to nine subsidiary companies and two jointly

controlled entities is based on the corresponding reports of the auditors

of such companies incorporated in India. Our opinion is not qualified in

respect of this matter.



Firm’s Regn No.: 304045E

R.S. Agarwala

Camp: Gurugram Partner

Date: 16th May, 2017 Membership No.: 005534

88


Consolidated Balance Sheet as at 31st March 2017





S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner


Camp: Gurugram


Place: Gurugram


Archana Pandey


Compliance Officer)

Ashish Tiwari

(Group CFO )

Particulars

Note

No

As at

31st March 2017

In `

As at

31st March 2016

In `

As at

1st April 2015

In `

Assets

Non-Current Assets

Property, Plant And Equipment 4 5,410,090,958 5,314,024,829 4,874,916,318

Capital Work-in-Progress 4A 568,091,749 123,186,891 68,102,112

Intangible Assets 5 6,773,233 9,864,203 35,304,564

Financial Assets

Investments 6 866,360,075 760,181,501 734,017,934

Loans 7 114,305,094 64,242,719 58,938,275


Other Non-Current Assets 9 549,664,826 348,241,867 386,995,584

7,545,756,682 6,650,952,363 6,186,238,641

Current Assets

Inventories 10 25,174,642 17,686,168 22,752,180

Financial Assets

Trade Receivables 11 3,584,420,188 3,253,441,411 4,035,766,439

Cash and Cash Equivalents 12 174,259,952 92,380,871 140,990,459

Other Bank Balances 12 12,299,427 12,895,802 8,715,516

Loans 7 102,095,866 63,561,582 135,090,952


Other Current Assets 9 592,992,033 367,981,015 248,730,144

Current Tax Assets (Net) 13 250,757,896 119,874,413 88,384,283

4,748,640,615 3,933,285,638 4,687,812,009

Total 12,294,397,297 10,584,238,001 10,874,050,650

Equity And Liabilities

Equity

A) Equity Share Capital 14 153,154,900 152,147,200 151,347,000

B) Other Equity 14A 6,312,452,084 5,597,645,659 6,219,860,690

Total Equity Attributable to Equity Holders of the Company 6,465,606,984 5,749,792,859 6,371,207,690

Non Controlling Interest 42,745,951 38,679,585 34,536,396

Total Equity 6,508,352,935 5,788,472,444 6,405,744,086

Non-Current Liabilities


Borrowings 15 1,431,534,392 983,908,633 760,746,833

Deferred Tax Liabilities (Net) 17 394,666,762 323,055,919 299,738,582


1,846,509,422 1,306,964,552 1,060,485,415

Current Liabilities


Short-Term Borrowings 20 2,363,647,365 2,162,339,616 2,034,969,239

Trade Payables 21 853,743,651 632,141,669 780,492,697

Other Financial Liabilities 16 543,128,704 525,934,384 481,367,658

Short-Term Provisions 22 53,076,177 63,689,021 54,163,117


Other Current Liabilities 19 123,593,177 104,696,315 56,828,438

3,939,534,940 3,488,801,005 3,407,821,149

Total 12,294,397,297 10,584,238,001 10,874,050,650

89


Consolidated Statement of Profit or Loss for the Year Ended 31st March 2017





S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner


Camp: Gurugram


Place: Gurugram


Archana Pandey


Compliance Officer)

Ashish Tiwari

(Group CFO )

Particulars

Note No

Year ended 31st March 2017

In `

Year ended 31st March 2016

In `

Continuing OperationsRevenue

Revenue from Operations 23 19,425,372,766 17,270,311,684 Other Income 24 121,618,383 78,076,371

19,546,991,149 17,348,388,055 Expenses

Cost of Rendering of Services 25 15,819,199,039 14,034,124,455 Employee Benefits Expense 26 1,067,832,261 979,508,986 Finance Costs 27 300,924,947 250,196,682 Depreciation and Amortization Expense 28 591,994,605 521,078,623 Other Expenses 29 918,012,066 962,706,057

18,697,962,918 16,747,614,803 Profit Before Exceptional Items, share of joint venture and Tax 849,028,231 600,773,252 Share of profits from Joint Venture 154,658,090 118,573,473 Profit Before Exceptional Items and Tax 1,003,686,321 719,346,725 Exceptional Items 44

Loss on liquidation of wholly owned subsidiary TCI Global Holding (Mauritius) Ltd.

- 213,739,400

Transferred an equivalent amount from the Securities Premium Account as per the Scheme

- 213,739,400

Profit Before Tax 1,003,686,321 719,346,725 Tax Expense 30

Current Tax 118,962,526 84,615,261 Deferred Tax 72,078,377 69,432,489

Total Tax Expenses 191,040,903 154,047,750 Profit for the year from continuing operation 812,645,418 565,298,975 Discontinued OperationsProfit Before Tax - 444,921,779 Tax expense - 133,921,446 Profit for the year from Discontinued Operations - 311,000,333 Profit for the year 812,645,418 876,299,308 Other Comprehensive Income

Items that will not be reclassified to profit or lossFVOCI equity investments 5,602,954 3,332,292 Acturial gain/(loss) (1,846,136) (10,792,178)Income tax relating items that will not be reclassified to profit or loss 467,533 3,488,171

Other Comprehensive income for the year, net of tax 4,224,351 (3,971,716)Total Comprehensive income for the year 816,869,769 872,327,592 Profit attributable to:Owner of Transport Corporation of India Limited 806,927,744 872,156,119 Non-Controlling Interests 5,717,674 4,143,189 Total 812,645,418 876,299,308 Other Comprehensive Income attributable to:Owner of Transport Corporation of India Limited 4,224,351 (3,971,716) Non-Controlling Interests - - Total 4,224,351 (3,971,716)Total Comprehensive Income attributable to;Owner of Transport Corporation of India Limited 811,152,095 868,184,403 Non-Controlling Interests 5,717,674 4,143,189 Total 816,869,769 872,327,592 Basic Earnings Per Equity Share of ` 2 Each

Continuing Operations 10.61 7.43 Discontinued Operations - 4.09 Total Basic Earnings Per Share 10.61 11.52

Diluted Earnings Per Share of ` 2 EachContinuing Operations 10.61 7.42 Discontinued Operations - 4.09 Total Diluted Earnings Per Share 10.61 11.51

90


Consolidated Statement of Cash Flow for the Year Ended 31st March 2017

Particulars

Year ended

31st March 2017

In `

Year ended

31st March 2016

In ` A. Cash Flow From Operating Activities:

Net Profit Before Tax and Exceptional Items 1,003,686,321 1,164,268,504

Adjustments for :

Depreciation 591,994,605 521,078,623

Loss (Profit) on Sale of Fixed Assets 8,179,921 (9,653,918)

Fair Valuation of investments Through FVTPL and FVOCI (6,791,637) (3,067,554)

Lease Rent Payments 21,050 21,050 Interest Payments 300,924,947 250,196,682 Interest Income (14,832,049) (15,235,193)Dividend Income (1,529,352) (1,001,352)Government Grant (2,345,866) -

875,621,619 742,338,338 Operating Profit Before Working Capital Changes 1,879,307,940 1,906,606,842Adjustments For :Trade Receivables (330,978,777) 782,325,028 Other Financial 288,226,094 316,686,318 Inventories (7,488,474) 6,942,665Trade Payable and Others 40,271,734 (1,607,650,006)Cash Generation From Operations 1,869,338,517 1,404,910,847(Direct Taxes Paid)/Refund received (284,647,363) (318,015,157)Net Cash Flow From Operating Activities 1,584,691,154 1,086,895,690

B. Cash Flow From Investing Activities:Purchase of Fixed Assets (1,153,103,526) (1,034,690,834)Loans (645,914,119) (45,762,358)Proceeds on Sale of Fixed Assets 15,048,983 54,513,200 Purchase of Investments (25,366,659) (1,675,500)Interest Received 10,816,690 13,358,540Dividend Received 1,529,352 1,001,352 Lease Rent Payments (21,050) (21,050)Net Cash Flow From Investing Activities (1,797,010,330) (1,013,276,649)

C. Cash Flow From Financing Activities:Proceeds From Issuance of Share Capital 25,353,005 16,498,500 Proceeds From Government Grant 25,000,000 - Short Term Borrowings (Net) 201,307,749 127,370,377 Proceeds From Term Borrowings 886,415,711 756,779,209 Repayment of Term Borrowings (438,789,952) (533,617,409)Interest Paid (300,924,947) (250,196,682)Payment of Dividend (87,040,324) (182,216,744)Payment of Dividend Tax (17,719,360) (52,665,593)Net Cash Flow From Financing Activities 293,601,882 (118,048,342)Net Increase(Decrease) in Cash & Cash Equivalent(A+B+C) 81,282,706 (44,429,302)

Cash & Cash Equivalent as on 31st March, 2016 105,276,673 149,705,975

Cash & Cash Equivalent as on 31st March, 2017 186,559,379 105,276,673





S.M. Datta

(Chairman)

O. Swaminatha Reddy

(Director)

D.P. Agarwal

(Vice Chairman &

Managing Director)

Vineet Agarwal

(Managing Director)

R. S. Agarwala

Partner


Camp: Gurugram


Place: Gurugram


Archana Pandey


Compliance Officer)

Ashish Tiwari

(Group CFO )

Particulars No of shares In `Balance as at 1st April 2015 75,673,500 151,347,000

Changes in equity share capital during 2015-16 400,100 800,200

Balance as at 31st March 2016 76,073,600 152,147,200

Balance as at 1st April 2016 76,073,600 152,147,200

Changes in equity share capital during 2016-17 503,850 1,007,700

Balance as at 31st March 2017 76,577,450 153,154,900

A. Equity Share capital

Consolidated Statement of Changes in Equity for the Year Ended 31st March 2017

58 | Transport Corporation of India Ltd.

Independent Auditor’s Report

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements

of Transport Corporation of India Limited (‘‘the Company’’), which

comprise the Balance Sheet as at 31st March 2018, the Statement of

Profit and Loss (including Other Comprehensive Income), the Statement

of Cash Flows and the Statement of Changes in Equity for the year then

ended and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated

in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to

the preparation of these standalone financial statements that give a true

and fair view of the financial position, financial performance including

other comprehensive income, cash flows and changes in equity of

the Company in accordance with the accounting principles generally

accepted in India, including the Indian Accounting Standards (Ind AS)

prescribed under Section 133 of the Act, read with relevant rules issued

thereunder.

This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of

the assets of the Company and for preventing and detecting frauds and

other irregularities, selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records, relevant to

the preparation and presentation of the standalone financial statements

that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditor’s Responsibility for the Standalone Financial Statements

Our responsibility is to express an opinion on these standalone

financial statements based on our audit. We have taken into account

the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in

accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable

assurance about whether the standalone financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the standalone financial

statements. The procedures selected depend on the auditor’s judgment

including the assessment of the risks of material misstatement of the

standalone financial statements, whether due to fraud or error. In

making those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the standalone

financial statements that give a true and fair view in order to design

audit procedures that are appropriate in the circumstances. An audit

also includes evaluating the appropriateness of the accounting policies

used and the reasonableness of the accounting estimates made by the

Company’s Directors, as well as evaluating the overall presentation of

the standalone financial statements.


appropriate to provide a basis for our audit opinion on the standalone

financial statements.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us, the aforesaid standalone financial statements

give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the Company as at

31st March 2018 and its profit including other comprehensive income,

its cash flows and the changes in equity for the year ended on that date.

Other Matters

1. The standalone financial statements for the year ended 31st March

2017, were audited by R.S. Agarwala & Co., Chartered Accountants,

who have issued unmodified opinion, vide report dated 16th May

2017. This report has been furnished to us by the management,

which has been relied upon by us for the purpose of audit of this

standalone financial statements.

2. We did not audit the financial statements of one branch included

in the standalone financial statements. The financial statements of

the branch have been audited by other auditor whose report has

been furnished to us by the management and our opinion on the

standalone financial statements, to the extent derived from such

financial statements is based solely on the report of such other

auditor.

Our opinion is not qualified in the respect of the above matters.


1. As required by the Companies (Auditor’s Report) Order 2016 (“the

Order”), issued by the Central Government of India in terms of Sub

Section (11) of Section 143 of the Act, we give in the “Annexure A”

a statement on the matters specified in Paragraphs 3 and 4 of the

Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and


were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from our

examination of those books.

c) The report on the accounts of one branch of the Company

audited under section 143(8) of the Act by branch auditor

have been sent to us and have been properly dealt with in

preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss (including

Other Comprehensive Income), the Statement of Cash

Flows and the Statement of Changes in Equity and the

To

The Members of

Transport Corporation of India Limited

Annual Report 2017-18 | 59

Branch’s Financial Statements dealt with by this Report are in

agreement with the books of account.

e) In our opinion, the aforesaid standalone financial statements

comply with the Indian Accounting Standards specified

under Section 133 of the Act, read with relevant rule issued

thereunder.

f ) On the basis of written representations received from the

directors as on 31st March 2018 taken on record by the Board

of Directors, none of the directors is disqualified as on 31st

March 2018 from being appointed as a director in terms of

Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and operating

effectiveness of such controls, refer to our separate report

“Annexure B” .

h) With respect to the other matters to be included in the


(Audit and Auditors) Rules 2014, as amended, in our opinion

and to the best of our information and according to the

explanations given to us:

i. The Company has disclosed the impact of pending

litigations on its financial position in its standalone

financial statements. Refer Note 40 to the standalone


ii. The Company did not have any long term contracts

including derivative contracts for which there were any

material foreseeable losses.

iii. There has been no delay in transferring the amounts,

required to be transferred, to the Investor Education and

Protection Fund by the Company during the year ended

31st March 2018.

For Brahmayya & Co.,


Firm’s Regn No. 000511S

Lokesh Vasudevan

Place: Gurugram (Partner)

Date : 16th May 2018 Membership No. 222320


Annexure A to the Independent Auditor’s Report

Referred to in Clause 1 of “Report on Other Legal and Regulatory

Requirements” Paragraph of the Independent Auditor’s Report of even

date to the members of Transport Corporation of India Limited on the

Standalone Financial Statements as of and for the year ended 31st March

2018.

(i) a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed asset.

b) We are informed that a test of physical verification of these

assets was carried out by the management at reasonable

intervals and no material discrepancies were noticed. In

our Opinion, the frequency of verification of Fixed Assets is

reasonable having regards to the size of the Company and

nature of its assets.

c) The titles deeds of all the immovable properties, as disclosed

in the standalone financial statements, are held in the name

of the Company except in respect of Buildings, amounting to

H 40.81 lakhs situated at Secunderabad and Kolhapur, whose

mutation in the records of the revenue authority is pending.

(ii) The management has conducted physical verification of inventory

at reasonable interval during the year and no material discrepancies

were noticed on physical verification of inventory.

(iii) According to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured, to

Companies, Firms, Limited Liability Partnerships or other parties

covered in the register maintained under section 189 of the

Companies Act, 2013. Therefore, the provisions of Clause (iii), (iii)(a),

(iii)(b) and (iii)(c) of Paragraph 3 of the order are not applicable to

the Company.

(iv) In our opinion and according to the information and explanations

given to us, the Company has complied with the provisions of

section 185 and Section 186 to the extent applicable with respect

to security, guarantee given and investments made.

(v) The Company has not accepted any deposits from the public,

therefore the provisions of Clause (v) is not applicable on the

Company.

(vi) We have broadly reviewed the books of account maintained by the

company pursuant to the Rules made by the Central Government

for the maintenance of cost records under section 148 of the Act,

and are of the opinion that prima facie, the prescribed accounts

and records have been made and maintained. However we have

not made a detailed examination of the cost records with a view to

determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us

and records of the Company examined by us, in our opinion

the Company is regular in depositing undisputed statutory

dues including provident fund, employees’ state insurance,

income tax, service tax, custom duty, excise duty, value added

tax, goods and services tax, cess and any other statutory

dues to the appropriate authorities. There are no outstanding

undisputed statutory dues on the last day of the financial year

concerned for a period of more than six months from the date

they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-

tax or sales tax or service tax or excise duty or value added tax or goods and services tax or cess or employees’ state insurance as at 31st March

2018 which have not been deposited on account of any dispute are as under:

Nature of the Statute Nature of the duesAmount

(H In Lakhs)

Period to which

amount relatesForum where dispute is pending

Sales Tax Act, Various States Trade Tax 231.29 FY 2003-04

to 2016-17

Various Authority

Employee’s State Insurance,

1948

Employee’s State

Insurance

20.98 FY 2011-12 Supreme Court

Central Excise Act, 1944 Excise Duty 5.00 FY 2017-18 Central Excise & Service Tax Appellate

Tribunal

Central Excise Act, 1944 Excise Duty 11.82 FY 2009-10 Commissioner of Central Excise

Central Excise Act, 1944 Excise Duty 10.00 FY 2011-12 Deputy Commissioner of Central

Excise

Entry Tax Act, 2001 Entry Tax 85.00 FY 2017-18 Deputy Commissioner of Entry Tax,

Appeal-2, Ahmedabad

The Bombay Stamp Act, 1958 Stamp Duty 39.69 FY 1993-94 Chief Controlling Revenue Authority,

Gandhinagar, Gujarat


viii) According to the records of the Company examined by us and

the information and explanations given to us, the Company has

not defaulted in repayment of loans or borrowings to any financial

institutions or bank or Government during the year. The Company

has not issued any debentures during the year.

ix) According to the information and explanations given to us and

based on our examination of the records of the Company, the

Company has not raised any money by way of initial public offer

or further public offer (including debt instruments) during the

current year and the term loans during the year were applied for

the purpose for which they were raised.

x) During the course of our examination of the books and records

of the Company, carried out in accordance with the generally

accepted auditing practices in India, and according to the

information and explanations given to us, we have neither come

across any instance of material fraud by the Company or on the

Company by its officers or employees, noticed or reported during

the year, nor have we been informed of any such cases by the

management during the course of our audit.

xi) According to the information and explanations given to us

and based on our examination of the records of the Company,

the Company has paid /provided for managerial remuneration

in accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to information and explanations

given to us, the Company is not a Nidhi Company. Accordingly

the provision of Clause 3(xii) of Paragraph 3 of the order is not

applicable.

xiii) According to the information and explanations given to us and

based on our examination of the records, transactions with related

parties, prima facie are in compliance with the provisions of

Section 177 and 188 of the Act, where applicable and details of

such transactions have been disclosed in the standalone financial

statements as required by the applicable accounting standard.

xiv) According to the information and explanations given to us and


Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures

during the year.

xv) According to the information and explanations given to us and


Company has not entered into any non-cash transactions with

its directors or persons connected with directors. Accordingly,

the provision of Clause 3 (xv) of Paragraph 3 of the order is not

applicable.

xvi) The Company is not required to be registered under Section 45-IA

of the Reserve Bank of India Act, 1934. Therefore, the provision of

Clause 3(xvi) of Paragraph 3 of the order is not applicable.




Lokesh Vasudevan




We have audited the internal financial controls over financial reporting

of Transport Corporation of India Limited (“the Company”) as of

31st March 2018 in conjunction with our audit of the Standalone

Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and

maintaining internal financial controls based on “Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting” as issued by The

Institute of Chartered Accountants of India (ICAI). These responsibilities

include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including adherence

to Company’s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of

the accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors’ Responsibility for Internal Financial Controls





Note”) and the Standards on Auditing, issued by ICAI and deemed to

be prescribed under section 143(10) of the Companies Act, 2013, to

the extent applicable to an audit of internal financial controls, both






established and maintained and if such controls operated effectively in

all material respects.

Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the

auditor’s judgement, including the assessment of the risks of material

misstatement of the standalone financial statements, whether due to

fraud or error.




Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial controls over financial reporting

is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A Company’s internal financial controls

over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets

of the Company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in

accordance with authorisations of management and directors of the

Company; and (3) provide reasonable assurance regarding prevention

or timely detection of unauthorised acquisition, use, or disposition of

the Company’s assets that could have a material effect on the financial

statements.


Financial Reporting






future periods are subject to the risk that the internal financial controls,




Opinion

In our opinion, the Company has, in all material respects, an adequate



effectively as at 31st March 2018, based on “Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting” as issued by The

Institute of Chartered Accountants of India.




Lokesh Vasudevan



Annexure B to the Independent Auditor’s ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)



H In Lakhs

Particulars Note No.As at

31st March 2018

As at

31st March 2017

I. Assets

1. Non-Current Assets

a) Property, Plant and Equipment 3 62,301.40 53,184.03

b) Capital Work-in-Progress 3A 5,632.38 5,680.92

c) Other Intangible Assets 4 56.70 67.73

d) Financial Assets

i) Investments 5 3,128.67 2,977.72

ii) Loans 6 1,061.57 1,001.99

iii) Other Financial Assets 7 295.95 261.39

e) Other Non-Current Assets 8 3,135.07 5,558.76

Total Non-Current Assets 75,611.74 68,732.54

2. Current Assets

a) Inventories 9 331.12 250.67

b) Financial Assets

i) Trade Receivables 10 38,967.25 33,164.63

ii) Cash and Cash Equivalents 11 1,143.70 1,717.64

iii) Other Bank Balances 11 152.64 122.99

iv) Loans 6 1,255.44 1,072.30

v) Other Financial Assets 7 73.99 56.71

c) Current Tax Assets (Net) 12 3,542.15 2,296.07

d) Other Current Assets 8 6,677.88 5,763.46

Total Current Assets 52,144.17 44,444.47

Total Assets 1,27,755.91 1,13,177.01

II. Equity and Liabilities

1. Equity

a) Equity Share Capital 13 1,531.55 1,531.55

b) Other Equity 13A 66,162.14 56,558.64

Total Equity 67,693.69 58,090.19

2. Non-Current Liabilities

a) Financial Liabilities

i) Borrowings 14 15,143.89 14,039.31

b) Deferred Tax Liabilities (Net) 16 4,426.98 3,917.44

c) Government Grant 17 179.62 203.08

Total Non-Current Liabilities 19,750.49 18,159.83

3. Current Liabilities


i) Borrowings 19 22,861.67 22,558.05

ii) Trade Payables 20 5,707.64 3,373.94

iii) Other Financial Liabilities 15 7,547.27 7,277.65

b) Provisions 21 548.02 523.47


d) Other Current Liabilities 18 3,623.67 3,170.42

Total Current Liabilities 40,311.73 36,926.99

Total Equity and Liabilities 1,27,755.91 1,13,177.01

The Notes Form an Integral Part of These Financial Statements 1-45



Chartered Accountants S.M Datta O. Swaminatha Reddy D.P.Agarwal Vineet Agarwal

Firm Regn No 000511S (Chairman) (Director) (Vice Chairman & (Managing Director)

Managing Director)

Lokesh Vasudevan Archana Pandey Ashish Tiwari

(Partner) (Company Secretary) (Group CFO )

Membership No.222320

Place: Gurugram

Date: 16th May 2018


Statement of Profit and Loss for the Year Ended 31st March 2018

H In Lakhs

Particulars Note No. Year Ended

31st March 2018

Year Ended

31st March 2017

I Revenue

Revenue from Operations 22 2,17,711.34 1,80,424.54

Other Income 23 2,515.83 1,772.00

Total Revenue 2,20,227.17 1,82,196.54

II Expenses

Cost of Rendering of Services 24 1,74,895.60 1,45,406.29

Employee Benefits Expense 25 12,083.25 10,350.27

Finance Costs 26 3,083.70 2,860.68

Depreciation and Amortization Expense 27 6,732.82 5,781.25

Other Expenses 28 9,875.48 8,922.54

Total Expenses 2,06,670.85 1,73,321.03

III Profit Before Exceptional Items and Tax (I-II) 13,556.32 8,875.51

IV Exceptional Items 29 400.00 -

V Profit Before Tax (III-IV) 13,156.32 8,875.51

VI Tax Expense 30

Current Tax 2,221.76 1,114.70

Deferred Tax 509.54 734.51

Taxes for Earlier Years 49.88 -

VII Profit for the Year (V-VI) 10,375.14 7,026.30

VIII Other Comprehensive Income

Items that will not be Reclassified to Profit or Loss

Change In Fair Value Of Equity Instruments Designated As Fair Value Through OCI 388.10 56.03

Remeasurements Of Post-Employment Benefit Obligations (44.93) (18.46)

Income Tax Relating Items That Will Not Be Reclassified To Profit Or Loss (42.55) 4.68

Other Comprehensive Income for the Year, Net of Tax 300.62 42.25

IX Total Comprehensive Income for the Year (VII+VIII) 10,675.76 7,068.55

Earning Per Equity Share of H 2 Each 31

Basic 13.55 9.18

Diluted 13.53 9.18






Managing Director)




Place: Gurugram

Date: 16th May 2018


Statement of Cash Flow for the Year Ended 31st March 2018H In Lakhs

ParticularsFor the Year Ended

31st March 2018

For the Year Ended

31st March 2017

A. Cash Flow From Operating Activities:

Net Profit Before Tax after Exceptional Items 13,156.32 8,875.51

Adjustments for :

Depreciation 6,732.82 5,781.25

Loss (Profit) on Sale Of Fixed Assets 24.41 81.75

Impairment Loss for Investment 400.00 -

Fair Valuation of Investments Designated as FVTPL (4.82) (11.89)

Loss/(Gain) on Foreign Currency Transactions (3.06) -

Unclaimed Balances and Excess Provisions Written Back (32.28) (220.59)

Net Loss (Gain) on Financial Assets 1.56 7.99

Amortisation of Prepayment Operating Leasehold land 21.74 4.15

Finance Costs 3,083.70 2,860.68

Interest Income (43.73) (53.04)

Dividend Income (806.43) (603.29)

Government Grant (23.46) (23.46)

9,350.46 7,823.55

Operating Profit Before Working Capital Changes 22,506.78 16,699.06

Adjustments For :

Trade Receivables (5,802.62) (2,835.05)

Other Financial and Other Assets 3,715.74 (3,573.54)

Inventories (80.45) (74.89)

Trade and Other Payables 846.39 932.28

Cash Flow From Operating Activities 21,185.83 11,147.86

(Direct Taxes Paid)/Refund Received (3,510.41) (2,320.60)

Net Cash From Operating Activities 17,675.42 8,827.26

B. Cash Flow From Investing Activities:

Purchase of Fixed Assets (15,904.55) (11,560.94)

Loans (242.72) (724.75)

Proceeds on Sale of Fixed Assets 89.52 150.44

Proceeds on Sale of Investments 220.00 -

Purchase of Investments (378.04) (253.67)

Interest Received 26.45 40.95

Dividend Received 806.43 603.29

Net Cash From Investing Activities (15,382.91) (11,744.67)

C. Cash Flow From Financing Activities:

Proceeds from Issuance of Share Capital - 253.53

Proceeds from Government Grant - 250.00

Short Term Borrowings (Net) 303.62 2,130.03

Proceeds from Term Borrowings 6,198.28 9,252.68

Repayment of Term Borrowings (4,776.03) (4,308.02)

Finance Cost Paid (3,092.36) (2,846.76)

Payment of Dividend (1,225.24) (842.40)

Payment of Dividend Tax (245.07) (171.49)

Net Cash From Financing Activities (2,836.80) 3,717.56

Net Increase(Decrease) In Cash & Cash Equivalent(A+B+C) (544.29) 800.15

Cash & Cash Equivalent As On 31st March 2017 1,840.63 1,040.48


Note: The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) Statements

of Cash Flows.





Managing Director)




Place: Gurugram

Date: 16th May 2018


Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated Financial Statements

of Transport Corporation of India Limited (‘‘the Holding Company”

or “the Company’’), its subsidiaries (the Holding Company and its

subsidiaries together referred to as “the Group”) and its jointly controlled

entities comprising of the Consolidated Balance Sheet as at 31st March

2018, the Consolidated Statement of Profit and Loss (including Other

Comprehensive Income), the Consolidated Statement of Cash Flows

and the Consolidated Statement of Changes in Equity for the year then

ended, and a summary of the significant accounting policies and other

explanatory information (hereinafter referred to as “the consolidated

financial statements”).

Management’s Responsibility for the Consolidated Financial

Statements

The Holding Company’s Board of Directors is responsible for the

preparation of these consolidated financial statements in terms of

requirement of the Companies Act, 2013 (hereinafter referred to as ‘the

Act’) that give a true and fair view of the consolidated financial position,

consolidated financial performance (including other comprehensive

income), consolidated cash flows and consolidated changes in equity

of the Group including its jointly controlled entities in accordance with

the accounting principles generally accepted in India, including the

Indian Accounting Standards (Ind AS) under section 133 of the Act read

with relevant rules. The respective Board of Directors of the companies

included in the Group and jointly controlled entities are responsible

for the maintenance of adequate accounting records in accordance

with the provision of the Act for safeguarding the assets of the Group

and its jointly controlled entities respectively and for preventing and

detecting frauds and other irregularities; the selection and application

of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the

consolidated financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error, which

have been used for the purpose of preparation of consolidated financial

statements by the directors of Holding Company, as aforesaid.

Auditor’s Responsibility for the Consolidated Financial

Statements

Our responsibility is to express an opinion on these consolidated

financial statements based on our audit. While conducting our audit,

we have taken into account the provisions of the Act, the accounting

and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act and the Rules made

thereunder.

We conducted our audit in accordance with the Standards on Auditing

specified under sub section 10 of section 143 of the Act. Those standards

require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the consolidated financial

statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of

the consolidated financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal

financial control relevant to the Holding Company’s preparation of the

consolidated financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting

policies used and the reasonableness of the accounting estimates made

by the Holding Company’s Board of Directors, as well as evaluating the

overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit

evidence obtained by other auditors in terms of their report referred in

the sub paragraph (a) to (e) of the Other Matters paragraph mentioned

below, is sufficient and appropriate to provide a basis for our audit

opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to

the explanations given to us, the aforesaid consolidated financial

statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the consolidated state of affairs

of the Group and its jointly controlled entities as at 31st March 2018, and

their consolidated profit (including other comprehensive income), their

consolidated cash flows and their consolidated changes in equity for

the year ended on that date.

Other Matters

(a) We did not audit the financial statements of certain subsidiaries;

whose financial statements reflect total assets of H 4,190 Lakhs

as at 31st March 2018 and total revenue of H 16,827 Lakhs for the

year ended 31st March 2018. These financial statements and other

financial information for these subsidiaries have been audited by

other auditors whose reports have been furnished to us by the

Management, and our opinion on these consolidated financial

statements is based on the reports of the other auditors.

(b) We did not audit the financial statements of certain overseas

subsidiaries; whose financial statements reflect total assets of

H 2,993 Lakhs as at 31st March 2018 and total revenue of H 325 Lakhs

for the year ended 31st March 2018. These financial statements and

other financial information of these overseas subsidiaries have

been audited by other auditors whose reports have been furnished

to us by the Management, and our opinion on these consolidated

financial statements is based on the reports of the other auditors.

(c) We did not audit the financial statements of two jointly controlled

entities (including one overseas jointly controlled entity); whose

financial statements reflect the group’s share of profit of H 2,244

Lakhs as at 31st March 2018. These financial statements and other

financial information of these jointly controlled entities (including

To

The Members of


INDEPENDENT AUDITOR’S REPORT


one overseas jointly controlled entity) have been audited by

other auditors whose reports have been furnished to us by the

Management, and our opinion on these consolidated financial

statements is based on the reports of other auditors.

(d) The consolidated financial statements for the year ended

31st March 2017, were audited by R.S. Agarwala & Co., Chartered

Accountants, who have issued unmodified opinion, vide report

dated 16th May 2017. This report has been furnished to us by the

management, which has been relied upon by us for the purpose of

audit of this consolidated financial statements

(e) We did not audit the financial statements of one branch included

in the financial statements of the Holding Company. The financial

statements of branch have been audited by other auditor whose

report has been furnished to us by the management & our opinion

on the consolidated financial statements to the extent derived from

such financial statements is based solely on the report of such other

auditor.

Our opinion is not qualified in the respect of the above matters.


1. As required by Section 143(3) of the Act, we report to the extent

applicable that:

a) We have sought and obtained all the information and


were necessary for the purposes of our audit of the aforesaid

consolidated financial statements.

b) In our opinion, proper books of account as required by law

relating to preparation of the aforesaid consolidated financial

statements have been kept so far as it appears from our

examination of those books and the reports of the other

auditors.

c) The report on the accounts of one branch of the Holding

Company audited under section 143(8) of the Act by branch

auditor have been sent to us and have been properly dealt

with in preparing our report.

d) The Consolidated Balance Sheet, the Consolidated Statement

of Profit and Loss (including Other Comprehensive Income), the

Consolidated Statement of Cash Flows and the Consolidated

Statement of Changes in Equity dealt with by this report are

in agreement with the relevant books of account maintained

for the purpose of preparation of the consolidated financial

statements.

e) In our opinion, the aforesaid consolidated financial statements

comply with the Indian Accounting Standards specified

under Section 133 of the Act, read with relevant rule issued

thereunder.

f ) On the basis of written representations received from the

directors of the Holding Company as on 31st March 2018 taken

on record by the Board of Directors of the Holding Company

and the reports of the statutory auditors of its subsidiary

companies and its jointly controlled company incorporated in

India, none of the directors of Group companies and its jointly

controlled company incorporated in India are disqualified as

on 31st March 2018 from being appointed as a director in terms

of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls

over financial reporting of the Group and its jointly controlled

company incorporated in India and operating effectiveness of

such controls, refer to our separate report “Annexure A” .

h) With respect to the other matters to be included in the


(Audit and Auditors) Rules 2014, as amended, in our opinion

and to the best of our information and according to the

explanations given to us:

i. The consolidated financial statements disclose the

impact of pending litigations on its consolidated financial

position of the group and its jointly controlled entities.

Refer Note 39 to the Consolidated Financial Statements.

ii. The Group and its jointly controlled entities did not have

any long term contracts including derivative contracts for

which there were any material foreseeable losses.

iii. There has been no delay in transferring the amounts,

required to be transferred, to the Investor Education and

Protection Fund by the Holding Company.




Lokesh Vasudevan




In conjunction with our audit of the Consolidated Financial Statements

of the Transport Corporation of India Limited as of and for the year

ended 31st March 2018, we have audited the internal financial controls

over financial reporting of Transport Corporation of India Limited

(“the Holding Company” or “the Company”), its subsidiary companies

(the Holding Company and its subsidiaries together referred to as “the

Group”) and its jointly controlled company, which are incorporated in

India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Director’s of the Holding Company, its

subsidiary companies and jointly controlled company, which are

incorporated in India, are responsible for establishing and maintaining

internal financial controls based on “Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting” as issued by the Institute of

Chartered Accountants of India (ICAI). These responsibilities include the

design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to the respective

company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors’ Responsibility for Internal Financial Controls





Note”) and the Standards on Auditing, issued by ICAI and deemed to

be prescribed under section 143(10) of the Companies Act, 2013, to

the extent applicable to an audit of internal financial controls, both

















misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit

evidence obtained by the other auditors in terms of their reports referred

to in the Other Matters paragraph below, is sufficient and appropriate to

provide a basis for our audit opinion on the Company’s internal financial

controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial controls over financial reporting is a process




principles. A company’s internal financial control over financial




(2) provide reasonable assurance that transactions are recorded as




authorisations of management and directors of the company; and (3)


of unauthorised acquisition, use, or disposition of the company’s assets



Financial Reporting






future periods are subject to the risk that the internal financial controls




Opinion

In our opinion, the Holding Company, its subsidiary companies and

jointly controlled company, which are incorporated in India, have, in all

material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial

reporting were operating effectively as at 31st March 2018, based on

“Guidance Note on Audit of Internal Financial Controls over Financial

Reporting” as issued by The Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under section 143(3)(i) of the Act on the adequacy

and operating effectiveness of the internal financial controls over

financial reporting in so far as it relates to 3 subsidiaries and 1 jointly

owned company is based on the corresponding reports of the auditors

of such companies incorporated in India. Our opinion is not qualified in

respect of this matter.




Lokesh Vasudevan




Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)



H In Lakhs

Particulars Note No.As at

31st March 2018

As at

31st March 2017

I. Assets



b) Capital Work-in-Progress 3A 5,632.38 5,680.92


d) Financial Assets

i) Investments 5 10,435.77 8,663.59

ii) Loans 6 987.58 1,001.99



Total Non Current Assets 83,555.63 75,453.41

2. Current Assets

a) Inventories 9 331.12 251.75

b) Financial Assets




iv) Loans 6 1,364.48 1,020.97





Total Assets 1,39,774.97 1,22,943.98


1. Equity


b) Other Equity 13A 74,645.51 63,124.52

Total Equity 76,177.06 64,656.07

2. Non-Controlling Interest 13A 467.02 427.46



i) Borrowings 14 15,143.89 14,315.34



Total Non Current Liabilities 19,770.78 18,465.09



i) Borrowings 19 24,385.42 23,636.48

ii) Trade Payables 20 5,970.06 3,573.23


b) Provisions 21 553.51 530.76




Total Equity and Liabilities 1,39,774.97 1,22,943.98

The Notes Forms an Integral Part of These Financial Statements 1-44





Managing Director)




Place: Gurugram

Date: 16th May 2018


Consolidated Statement of Profit and Loss for the Year Ended 31st March 2018

H In Lakhs

Particulars Note No. Year Ended

31st March 2018

Year Ended

31st March 2017

I Revenue

Revenue from Operations 22 2,34,613.59 1,94,253.73

Other Income 23 1,817.82 1,216.18

Total Revenue 2,36,431.41 1,95,469.91

II Expenses

Operating Expense 24 1,90,681.27 1,58,191.99

Employee Benefits Expenses 25 12,448.38 10,678.31

Finance Costs 26 3,221.10 3,009.25


Other Expenses 28 10,210.16 9,180.11

Total Expenses 2,23,425.57 1,86,979.61

III Profit Before Tax (I-II) 13,005.84 8,490.30

IV Share of Profit from Joint Venture 2,241.99 1,546.58

V Profit Before Tax (III+IV) 15,247.83 10,036.88

VI Tax Expenses: 29

Current Tax 2,315.59 1,189.63

Deferred Tax 500.59 720.78

Taxes for Earlier Years 49.88 -

VII Profit for the Year (V-VI) 12,381.77 8,126.47


Items that will not be Reclassed to Profit or Loss

FVTOCI Equity Investments 388.09 56.03

Acturial Gain/(Loss) (44.03) (18.47)

Income Tax Relating Items that will not be Reclassed to Profit or Loss (42.55) 4.68



Profit Attributable to:

Owner of Transport Corporation of India Limited 12,317.44 8,069.29

Non-Controlling Interests 64.33 57.18

Total 12,381.77 8,126.47

Other Comprehensive Income Attributable to:

Owner of Transport Corporation of India Limited 301.51 42.24

Non-Controlling Interests - -

Total 301.51 42.24

Total Comprehensive Income Attributable to:



Total 12,683.28 8,168.71

Earnings Per Equity Share Face Value of H 2 each

Basic 16.08 10.61

Diluted 16.07 10.61






Managing Director)




Place: Gurugram

Date: 16th May 2018


Consolidated Statement of Cash Flow for the Year Ended 31st March 2018

H In Lakhs

Particulars For the Year Ended

31st March 2018

For the Year Ended

31st March 2017

A. Cash Flow from Operating Activities:

Net Profit Before Tax and Exceptional Items 15,247.83 10,036.88

Adjustments for :


Loss/(Profit) on Sale of Fixed Assets (121.56) 81.80

Fair Valuation of Investments through FVTPL (4.82) (11.88)

Loss/(Gain) on Foreign Currency Transactions 0.95 11.99


Net Loss (Gain) on Financial Assets 1.56 7.99

Amortisation of Prepayment Operating Leasehold Land 21.74 4.15

Finance Costs 3,221.10 3,009.25

Interest Received (55.98) (57.02)



9,870.90 8,706.89

Operating Profit Before Working Capital Changes 25,118.73 18,743.77

Adjustments for :


Other Financial & Other Assets 3,538.50 (3,210.50)

Inventories (79.37) (74.89)

Trade Payable and Others (242.61) 229.02

Cash Generation from Operations 21,694.00 12,377.61





Loans (329.10) (744.92)


Proceeds on Sale of Investments 220.00 -






Proceeds From Issuance of Share Capital - 253.53

Proceeds From Government Grant - 250.00

Short Term Borrowings (Net) 748.94 2,013.08

Proceeds From Term Borrowings 6,195.92 9,077.09



Payment of Dividend (1,225.24) (870.40)


Net Cash From Financing Activities (3,027.90) 3,163.63

Net Increase(Decrease) in Cash & Cash Equivalent(A+B+C) (442.37) 812.82

Cash & Cash Equivalent as on 31st March 2017 1,865.59 1,052.77


Note: The cash flow statement has been prepared under Indirect Method as set out in Indian Accounting Standard (Ind AS 7) Statement of

Cash Flows.





Managing Director)




Place: Gurugram

Date: 16th May 2018

47

Statutory Reports Financial StatementsCorporate Overview

Independent Auditor’s ReportTo The Members of Transport Corporation of India Limited

Report on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of Transport Corporation of India Limited (“the Company”), which comprise the balance sheet as at 31st March 2019, the statement of profit and loss (including other comprehensive income), statement of changes in equity and the statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information in which is included the financial statements for the year ended on that date audited by the branch auditor of the Company’s branch located at Nepal.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India including the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies(India Accounting Standards) Rules , 2015, as amended, of the state of affairs of the Company as at 31st March 2019, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion


specified under section 143(10) of the Act. Our responsibilities under

those Standards on Auditing are further described in the Auditor’s

Responsibilities for the Audit of the Standalone Financial Statements

section of our report. We are independent of the Company in accordance

with the Code of Ethics issued by the Institute of Chartered Accountants

of India (ICAI) together with the ethical requirements that are relevant to

our audit of the standalone financial statements under the provisions

of the Act and the Rules thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the

Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement,

were of the most significance in our audit of the standalone financial

statements of the current period. These matters were addressed in the

context of our audit of the standalone financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate

opinion on these matter.

We have determined the following matters as Key audit Matters to be

communicated in our report:

Key Audit Matter Auditor’s Response

Revenue recognition and measurement including related cost of

rendering of services involves critical judgments by management

including assessment of when the control of goods or services are

being transferred, identifying large variety of complex performance

obligations and determining if such obligations are satisfied over a period of time.

(Refer Note No. 3, 4.15 & Note No. 4.20 to the financial statements)

Our audit approach include but were not limited to the following:

• Testing the design and operating effectiveness of the internal

controls associated with contracts with customers/vendors

• Testing the information technology systems related to consignment

notes trip data and billing.

• Analyzing contracts with customers/vendors from selected samples

• Analyzing invoices with customers/vendors from selected samples

• Reviewing the logic designed in preparation of consignment notes,

bill registers, lorry hire contracts and the time taken for concluding

the performance obligation

• Testing of the approval mechanism, access and change controls

associated with the tariff/rate masters

• Reviewing the report of Internal Auditors

• Performance of analytical procedures for reasonableness of the

estimates


Accounting for Slump Sale of Cold Chain unit (business undertaking) of

the Company on a going concern basis.

(Refer Note No. 31 to the financial statements)

Our audit approach include:

• Review of the Business Transfer Agreement executed between the

Parties

• Review of the Business Valuation Report provided by an Independent

Agency certifying the Enterprise Value of the Cold Chain Division

• Understanding the appropriateness of the methods adopted by the

Independent Agency in certifying the Enterprise Value

• Evaluating the competence and objectivity of the expert

• Reviewing minutes of the meeting of Corporate and Restructuring

Committee of the Board and related documents filed with

regulatory agencies pursuant to requirement of Companies Act,

2013 and Regulation 30 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015


48

Other Information

The Company’s Board of Directors is responsible for the preparation of

the other information. The other information comprises the information

included in the Company’s Annual Report, but does not include the

standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover

the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the standalone financial statements, our

responsibility is to read the other information and in doing so, consider

whether other information is materially inconsistent with standalone

financial statements or our knowledge obtained during the course of

our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a

material misstatement of this other information; we are required to

report the fact. We have nothing to report in this regard

Management’s Responsibilities for the Standalone Financial

Statements

The Company’s Board of Directors is responsible for the matters stated

in section 134(5) of the Act with respect to the preparation of these

standalone financial statements that give a true and fair view of the

financial position, financial performance, total comprehensive income,

changes in equity and cash flows of the Company in accordance with

the accounting principles generally accepted in India, including the

Indian Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of

the assets of the Company and for preventing and detecting frauds and

other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records, relevant to

the preparation and presentation of the standalone financial statement

that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

In preparing the standalone financial statements, management is

responsible for assessing the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless management

either intends to liquidate the Company or to cease operations, or has

no realistic alternative but to do so.

Board of Directors are also responsible for overseeing the Company’s

financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial

Statements

Our objectives are to obtain reasonable assurance about whether the

standalone financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of

assurance but is not a guarantee that an audit conducted in accordance

with Standards on Auditing will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users

taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we

exercise professional judgment and maintain professional scepticism

throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the

standalone financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit

in order to design audit procedures that are appropriate in the

circumstances. Under section 143(3)(i) of the Act, we are also

responsible for expressing our opinion on whether the Company

has adequate internal financial controls system in place and the

operating effectiveness of such controls.

(c) Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures

made by management.

(d) Conclude on the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related

to events or conditions that may cast significant doubt on the

Company’s ability to continue as a going concern. If we conclude

that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in

the standalone financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on

the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to

cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the

standalone financial statements, including the disclosures, and

whether the standalone financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the standalone financial

statements that, individually or in aggregate, makes it probable that

the economic decisions of a reasonably knowledgeable user of the

standalone financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope

of our audit work and in evaluating the results of the work; and (ii) to

evaluate the effect of any identified misstatements in the standalone


We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance,

we determine those matters that were of most significance in the audit

of the standalone financial statements of the current period and are

therefore Key Audit Matter We describe these matters in our auditor’s

reports unless law or regulations precludes public disclosure about the

matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh

the public interest benefits of such communication.

Other Matter

We did not audit the financial statements of one branch included in

the standalone financial statements of the Company whose financial

statements reflect total assets of H 1,097 Lakhs as at 31st March 2019 and the

total revenue of H 680 Lakhs for the year ended on that date , as considered

in the standalone financial statements of this branch has been audited by

the branch auditor whose reports has been furnished to us, and our opinion

in so far as it relates to the amounts and disclosures included in respect of

such branch is based solely on the report of such branch auditor.

Our opinion is not modified in respect of this matter.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the

Order”), issued by the Central Government of India in terms of sub-

section (11) of section 143 of the Act, we give in the “Annexure A” a

statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

49


2. As required by Section 143(3) of the Act, we report that:

A. (a) We have sought and obtained all the information and


were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from our

examination of those books and proper financial statements

adequate for the purposes of our audit have been received

from the branch not visited by us.

(c) The reports on the accounts of one branch office of the

Company audited under Section 143(8) of the Act by branch

auditor has been sent to us and has been properly dealt with

by us in preparing this report.

(d) The balance sheet, the statement of profit and loss (including

other comprehensive income), the statement of cash flow,

the statement of changes in equity and the Branch’s Financial

Statements dealt with by this report are in agreement with

the books of accounts.

(e) In our opinion, the aforesaid standalone financial statements

comply with the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.

(f) On the basis of the written representations received from the

directors as on 31st March 2019 taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March

2019 from being appointed as a director in terms of Section

164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report

in “Annexure B”.

B. With respect to the other matters to be included in the Auditor’s

Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations

on its financial position in its standalone financial statements

– Refer Note 40 to the standalone financial statements;

ii) The Company did not have any long-term contracts including


foreseeable losses.

iii) There has been no delay in transferring amounts, required to

be transferred, to the Investor Education and Protection Fund

by the Company.

3. With respect to the other matters to be included in the Auditor’s

Report in accordance with the requirements of section 197(16) of

the Act, as amended:

In our opinion and to the best of our information and according

to the explanations given to us, the remuneration paid by the

Company to its director during the year is in accordance with

the provision of section 197 of the Act. The remuneration paid

to directors is not in excess of the limit laid down under section

197(16) which are required to be commented upon by us.




Signature

Lokesh Vasudevan

Place : Gurugram Partner



50

Annexure A to the Independent Auditor’s ReportThe “Annexure A” referred to in clause 1 of “Report on Other Legal and

Regulatory Requirements” Paragraph of the Independent Auditor’s

Report of even date to the members of Transport Corporation of India

Limited on the standalone financial statements as on and for the year

ended 31st March 2019.

i) a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed assets.

b) We are informed that a test of physical verification of these

assets was carried out by the management at reasonable

intervals and no material discrepancies were noticed. In

our Opinion, the frequency of verification of Fixed Assets is

reasonable having regards to the size of the Company and

nature of its assets.

c) The title deeds of all the immovable properties, as disclosed

in the standalone financial statements, are held in the name

of the Company.

ii) The management has conducted physical verification of

inventory at reasonable interval during the year and no material

discrepancies were noticed on physical verification of inventory.

iii) According to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured,

to Companies, Firms, Limited liability partnerships or other

parties covered in the register maintained under Sec 189 of the

Companies Act, 2013. Therefore, the provisions of clause (iii), (iii)

(a), (iii)(b) and (iii)(c) of paragraph 3 of the order are not applicable

to the Company.

iv) In our opinion and according to the information and explanations

given to us, the Company has complied with the provisions of

section 185 and section 186 of the Companies Act, 2013 to the

extent applicable with respect to security, guarantee given and

investments made.

v) The Company has not accepted any deposits from the public,

therefore the provisions of clause (v) is not applicable on the

Company.

vi) We have broadly reviewed the books of accounts maintained by the

Company pursuant to the rules made by the Central government

for the maintenance of cost records under Section 148 of the

Companies Act, 2013 and are of the opinion that prima facie, the

prescribed accounts and records have been made and maintained.

However, we have not made a detailed examination of cost records

with a view to determine whether they are accurate or complete.

vii) (a) According the information and explanations given to us and

records of the Company examined by us, in our opinion, the

Company is regular in depositing the undisputed statutory

dues including Provident Fund, Employee’s State Insurance,

Income Tax, Service Tax, Excise Duty, Value Added Tax,

Goods and Service Tax, Duty of Customs, Cess, and Other

Statutory Dues with the appropriate authorities. There are

no outstanding undisputed statutory dues on the last day of

financial year concerned for a period of more than 6 months

from the date they became payable.

(b) According to the information and explanations given to us and

the records of the Company examined by us, the particulars

of dues of Income Tax or Sales Tax or Service Tax or Excise

Duty or Value Added Tax or Goods and Services Tax or Cess or

Employees’ State Insurance as at 31st March 2019 which have

not been deposited on account of any dispute are as under:

Nature of the StatueNature of the Dues

Amount (in Lakhs)

Period to which amount relates

Forum where dispute is pending

Entry Tax Act, 2001 Entry Tax 58.45 2017-18 Deputy Commissioner,

Ahemdabad

Employees' State Insurance Act, 1948 ESIC 20.98 2005-06 Supreme Court of India

Central Excise Act, 1944 Excise duty 5 2016-17 Appellate Tribunal Hyderabad

Central Excise Act, 1944 Excise duty 11.82 2008-09 Commissioner of central Excise

Central Excise Act, 1944 Excise duty 10 2011-12 Custom Excise & Service tax,

Ramnagar

Appellant Tribunal, New Delhi

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 119.44 2008-09, 2010-11, 2011-12,

2014-15, 2015-16 & 2017-18

Assistant Commissioner

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 95.35 2008-09, 2011-12, 2013-14,

2014-15, 2015-16 & 2016-17

Tribunal

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 39.53 2016-17 Deputy Commissioner

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 23.37 2001-02, 2002-03, 2007-

08, 2012-13, 2014-15 &

2014-16

Joint Commissioner

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 10.97 2004-05 & 2010-11 Additional Commissioner

The Sales Tax Act and Value Added Tax Act Sales Tax and VAT 4.74 2013-14 & 2014-15 Commissioner

The Bombay stamp Act, 1958 Stamp Act 39.69 1993-94 Chief Controlling Revenue

Authority [C.C.R.A.],

Gandhinagar, Gujarat

51


viii) According to the records of the Company examined by us and the

information and explanations given to us, the Company has not

defaulted in repayment of loans or borrowings to any financial

institutions or bank or government during the year. The Company

has not issued any debentures during the year.

ix) According to the information and explanations given to us and


Company has not raised any money by way of initial public offer

or further public offer (including debt instruments) during the

current year and the term loans during the year were applied for

the purpose for which they were raised.

x) During the course of our examination of the books and records

of the Company, carried out in accordance with the generally

accepted auditing practices in India, and according to the

information and explanation given to us, we have neither come

across any instance of material fraud by the Company or on the

Company by its officers or employees, noticed or reported during

the year, nor have we been informed of any such cases by the

management during the course of our audit.

xi) According to the information and explanations given to us

and based on our examination of the records of the Company,

the Company has paid/ provided for managerial remuneration

in accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations

given to us, the Company is not a Nidhi Company. Accordingly,

the provision of clause 3(xii) of the paragraph 3 of the Order is not

applicable.

xiii) According to the information and explanations given to us and

based on our examination of the records, transactions with the

related parties, prima facie are in compliance with the provisions

of sections 177 and 188 of the Act, where applicable, and details of

such transactions have been disclosed in the standalone financial

statements as required by the applicable Indian Accounting

Standards.

xiv) According to the information and explanations give to us and based

on our examination of the records of the Company, the Company

has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and


Company has not entered into non-cash transactions with

directors or persons connected with him. Accordingly, the

provisions of clause 3 (xv) of the paragraph 3 of the Order is not

applicable.

xvi) The Company is not required to be registered under Section 45-IA

of the Reserve Bank of India Act, 1934, therefore, the provision of

clause 3(xvi) of the paragraph 3 of the Order is not applicable to the

Company.




Signature

Lokesh Vasudevan




52

Annexure B to the Independent Auditor’s ReportThe Annexure B, referred to in Clause 2.A(g) of “Report on Other Legal

and Regulatory Requirements” Paragraph of the Independent Auditor’s

Report of even date to the members of Transport Corporation of India

Limited on the standalone financial statements as of and for the year

ended 31st March 2019.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial

reporting of Transport Corporation of India (“the Company”) as of

31st March 2019 in conjunction with our audit of the standalone financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s Board of Directors is responsible for establishing and

maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance

Note on Audit of Internal Financial Controls over Financial Reporting

issued by the Institute of Chartered Accountants of India (‘ICAI’). These

responsibilities include the design, implementation and maintenance

of adequate internal financial controls that were operating effectively

for ensuring the orderly and efficient conduct of its business, including

adherence to Company’s policies, the safeguarding of its assets,

the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Act.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal



of Internal Financial Controls Over Financial Reporting (“the Guidance

Note”) and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Act, to the extent applicable

to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require

that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material

respects.










misstatement of the standalone financial statements, whether due to

fraud or error.




Meaning of Internal Financial Controls over Financial ReportingA Company's internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of standalone

financial statements for external purposes in accordance with generally

accepted accounting principles. A Company's internal financial controls

over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of

the assets of the Company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of

standalone financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

Company are being made only in accordance with authorisations of

management and directors of the Company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the Company's assets that could have

a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over





future periods are subject to the risk that the internal financial control




OpinionIn our opinion, the Company has, in all material respects, an adequate



effectively as at 31st March 2019, based on the internal control over


essential components of internal control stated in the Guidance Note

issued by the Institute of Chartered Accountants of India.




Signature

Lokesh Vasudevan



53


(H in Lakhs)

ParticularsNote

No.

As at

31st March 2019

As at

31st March 2018

I. Assets



b) Capital Work-in-Progress 5A 402.30 5,632.38


d) Financial Assets

i) Investments 7 9,381.62 3,128.67

ii) Loans 8 462.88 1,061.57




2. Current Assets

a) Inventories 11 531.92 331.12

b) Financial Assets


ii) Cash and Cash Equivalents 13 670.07 1,143.70


iv) Loans 8 2,179.09 1,255.44





Total Assets 151,951.29 127,755.91


1. Equity


b) Other Equity 15A 82,163.97 66,162.14

Total Equity 83,697.21 67,693.69



i) Borrowings 16 18,048.31 15,143.89






i) Borrowings 21 21,487.55 22,861.67

ii) Trade Payables 22

a) total outstanding dues of micro and small enterprises 2.66 3.18

b) total outstanding dues of creditors other than micro and small enterprises 6,489.12 5,704.46


b) Provisions 23 644.97 548.02




Total Equity and Liabilities 151,951.29 127,755.91

Summary of significant accounting policies 2-4

The notes form an integral part pf these financial statements


In Terms of Our Report of Even Date For and on Behalf of the Board

For Brahmayya & Co. Vijay Sankar D.P. Agarwal Vineet Agarwal

Chartered Accountants (Chairman of Audit Committee) (Chairman & Managing Director) (Managing Director)

Firm Regn No 000511S


Partner (Company Secretary) (Group CFO )


Place: Gurugram

Date : 24th May 2019


54


For Brahmayya & Co. Vijay Sankar D.P.Agarwal Vineet Agarwal






Place: Gurugram


Statement of Profit and Loss for the year ended 31st March 2019

(H in Lakhs)

ParticularsNote

No.

Year Ended

31st March 2019

Year Ended

31st March 2018

I Revenue

Revenue from Operations 24 255,829.53 218,051.67

Other Income 25 2,684.59 2,175.50

Total Revenue 258,514.12 220,227.17

II Expenses

Cost of Rendering of Services 26 206,947.11 174,895.60

Employee Benefits Expense 27 13,578.00 12,083.25

Finance Costs 28 3,557.81 3,083.70


Other Expenses 30 10,883.91 9,875.48

Total Expenses 242,486.29 206,670.85

III ProfitBeforeExceptionalItemsandTax(I-II) 16,027.83 13,556.32

IV Exceptional Items - 400.00

V ProfitBeforeTax(III-IV) 16,027.83 13,156.32

VI Tax Expense 32

Current Tax 3,778.24 2,221.76

Deferred Tax (514.18) 509.54

Taxes for Earlier Years - 49.88

VII ProfitfortheYear(V-VI) 12,763.77 10,375.14


ItemsthatwillnotbeReclassifiedtoProfitorLoss

Change In Fair Value Of Equity Instruments Designated As Fair Value Through OCI (106.93) 388.10

Gain/(Loss) on sale of Investment classified at FVTOCI 500.24 -

Remeasurements Of Post-Employment Benefit Obligations (326.47) (44.93)

Income Tax Relating Items That Will Not Be Reclassified To Profit Or Loss

Current Tax 12.99 -

Deferred Tax (9.32) 42.55



Earning Per Equity Share of H 2 Each 33

Basic 16.65 13.55

Diluted 16.62 13.53

Summary of significant accounting policies 2-4

The notes form an integral part of these financial statements

55


Statement of Cash Flow for the year ended 31st March 2019

(H in Lakhs)


31st March 2019

For the Year Ended

31st March 2018

A. Cash Flow From Operating Activities:

NetProfitBeforeTaxafterExceptionalItems 16,027.83 13,156.32

Adjustments for :


Loss (Profit) on Sale Of Fixed Assets (19.63) 24.41

Impairment Loss for Investment - 400.00

Fair Valuation of Investments Designated as FVTPL (2.43) (4.82)

Loss/(Gain) on Foreign Currency Transactions - (3.06)


Net Loss (Gain) on Financial Assets (18.42) 1.56

Amortisation of Prepayment Operating Leasehold land 25.08 21.74

Finance Costs 3,557.81 3,083.70

Interest Income (274.95) (43.73)



9,860.80 9,350.46

OperatingProfitBeforeWorkingCapitalChanges 25,888.63 22,506.78

Adjustments For :


Other Financial and Other Assets 1,028.08 1,382.49

Inventories (200.80) (80.45)

Trade and Other Payables 2,572.96 846.39

Cash Flow From Operating Activities 20,597.86 18,852.58





Loans (324.98) (242.72)

Other Capital Advances (3,576.92) 2,333.25

Cash and Cash Equivalents transferred pursuant to Slump sale (2,045.98) -


Proceeds on Sale of Investments 870.80 220.00






56

Statement of Cash Flow for the year ended 31st March 2019

(H in Lakhs)


31st March 2019

For the Year Ended

31st March 2018


Proceeds from Issuance of Share Capital 118.34 -

Short Term Borrowings (Net) (1,374.12) 303.62

Proceeds from Term Borrowings 9,638.14 6,198.28



Payment of Dividend (1,379.92) (1,225.24)


Net Cash From Financing Activities (2,553.98) (2,836.80)

Net Increase(Decrease) In Cash & Cash Equivalent(A+B+C) (80.43) (544.29)



Notes 1. The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) Statement of Cash

Flows.








Place: Gurugram


91


Independent Auditor’s ReportTo

The Members


Report on the Audit of the Consolidated Financial StatementsOpinion

We have audited the accompanying consolidated financial statements of

Transport Corporation of India Limited (hereinafter referred to as “the

Holding Company”), its subsidiary companies (the Holding Company and

its subsidiary companies together referred to as “the Group”) and its jointly

controlled entity, which comprise the consolidated balance sheet as at

31st March 2019, the consolidated statement of profit and loss (including

other comprehensive income), the consolidated statement of changes

in equity and the consolidated statement of cash flows for the year then

ended, and notes to the consolidated financial statements, including a

summary of the significant accounting policies and other explanatory

information (hereinafter referred to as “the consolidated financial

statements”).

In our opinion and to the best of our information and according to

the explanations given to us, the aforesaid consolidated financial

statements give the information required by the Companies Act, 2013

(“the Act”) in the manner so required and give a true and fair view in

conformity with accounting principles generally accepted in India

including the Indian Accounting Standards prescribed under section

133 of the Act read with Companies (Indian Accounting Standards)

Rules, 2015, as amended (“Ind AS”), of their consolidated state of

affairs of the Group and jointly controlled entity as at 31st March 2019,

of its consolidated profit (including other comprehensive income),

consolidated changes in equity and its consolidated cash flows for the

year then ended.

Basis for Opinion


specified under section 143(10) of the Act. Our responsibilities under

those Standards on Auditing are further described in the Auditor’s

Responsibilities for the Audit of the consolidated financial statements

section of our report. We are independent of the Group and its jointly

controlled entity in accordance with the Code of Ethics issued by

Institute of Chartered Accountants of India (“ICAI”), and we have fulfilled

our other ethical responsibilities in accordance with the provisions of

the Act and rules made thereunder. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide a basis for our

opinion on the consolidated financial statements.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement,

were of the most significance in our audit of the consolidated financial

statements of the current period. These matters were addressed in

the context of our audit of the consolidated financial statements as

a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

We have determined following matters as Key Audit Matters to be

communicated in our report:


Revenue recognition and measurement including related cost of

rendering of services involves critical judgements by management

including assessment of when the control of goods or services are

being transferred, identifying large variety of complex performance

obligations and determining if such obligations are satisfied over a period of time.

Refer Note No. 3, 4.16 & 4.21 to the Consolidated Financial Statements

Our audit approach include but were not limited to the following:

• Testing the design and operating effectiveness of the internal

controls associated with contracts with customers/vendors

• Testing the information technology systems related to consignment

notes, trip data and billing

• Analyzing contracts with customers/vendors from selected samples

• Analyzing invoices with customers/vendors from selected samples

• Reviewing the logic designed in preparation of consignment notes,

bill registers, lorry hire contracts and the time taken for concluding

the performance obligation

• Testing of the approval mechanism, access and change controls

associated with the tariff/rate masters

• Reviewing the report of Internal Auditors

• Performance of analytical procedures for reasonableness of the

estimates

Other Information

The Holding Company’s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Holding Company’s Annual Report, but does not include the consolidated financial statements and our auditors' report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibilities for the Consolidated Financial

Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group and jointly controlled entity in accordance with the accounting principles generally accepted in India including Ind AS specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group and of its jointly controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and jointly controlled entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were


92

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and its jointly controlled entity are responsible for assessing the ability of the Group and its jointly controlled entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group and its jointly controlled entity or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and its jointly controlled entity are also responsible for overseeing the financial reporting process of the Group and its jointly controlled entity.

Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Group and its jointly controlled entity has adequate internal financial controls system in place and the operating effectiveness of such controls.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

(d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its jointly controlled entity to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its jointly controlled entity to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its jointly controlled entity to express an opinion

on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of Holding Company of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatement in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of the work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance of the Holding Company of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore Key Audit Matters. We describe these matters in our auditor’s reports unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

3. We did not audit the financial statements of one branch included in the consolidated financial statements whose financial statements reflect total assets of H 1,097 Lakhs as at 31st March 2019, total revenue of H 680 Lakhs and total net profit including comprehensive income of H 23 Lakhs for the year ended on that date, as considered in the consolidated financial statements. The financial statements of this branch has been audited by the branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor

2. We did not audit financial statements of eleven subsidiaries; included in the consolidated financial statements, whose financial statements reflect total assets of H 8,080 Lakhs as at 31st March 2019, total revenues of H 19,667 Lakhs, total net loss after tax of H 78 Lakhs, and total comprehensive loss of H 80 Lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit including total comprehensive income of H 2,509 Lakhs for the year ended 31st

March 2019, as considered in the consolidated financial statements, in respect of one jointly controlled entity, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entity, is based solely on the reports of the other auditors

Our opinion on the consolidated financial statements is not modified in respect of the above matter with respect to our reliance on the work done and the reports of other auditors.


1. As required by Section 143(3) of the Act, we report to the extent applicable that:

93


(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The report on the accounts of one branch office of the Holding Company audited under Section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt with in preparing this report.

(d) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(e) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2019, taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies and its jointly controlled entity incorporated in India, none of the directors of the Group companies and its jointly controlled entity incorporated in India are disqualified as on 31st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Group and its jointly controlled entity and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

2. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The consolidated financial statements has disclosed the impact of pending litigations on the consolidated financial position of the Group and its jointly controlled entity– Refer Note 40 to the consolidated financial statements;

ii) The Group and its jointly controlled entity did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company.

3. With respect to the matters to be included in the Auditor’s Report under Section 197(16):

In our opinion and according to the information and explanation given to us, the remuneration paid by the Holding Company, its subsidiary companies, which are incorporated in India and jointly controlled entity to its director, to the extent applicable, during the year is in accordance with the provision of section 197 of the Act. The remuneration paid to directors by the Holding Company, its subsidiary companies, which are incorporated in India and jointly controlled entity, to the extent applicable, is not in excess of the limit laid down under section 197 of the Act.

For Brahmayya & Co., Chartered Accountants Firm’s Regn No. 000511S

Signature Lokesh Vasudevan

Place : Gurugram PartnerDate : 24th May 2019 Membership No. 222320


94


Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)In conjunction with our audit of the consolidated financial statements

of Transport Corporation of India Limited as of and for the year ended

31st March 2019, we have audited the internal financial controls over

financial reporting of Transport Corporation of India Limited (“the

Holding Company”), its subsidiary companies ( the holding company

and its subsidiaries together referred as “the Group”) and its jointly

controlled company, which are incorporated in India, as on that date.

Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Holding Company, its subsidiary

Companies and jointly controlled company which are incorporated in

India are responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria

established by the respective Companies considering the essential

components of internal control stated in the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting (“the Guidance

Note”) issued by the Institute of Chartered Accountants of India

(“ICAI”). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of

its business, including adherence to respective company’s policies,

the safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial information, as required

under the Act.

Auditors’ Responsibility for Internal Financial ControlsOur responsibility is to express an opinion on the internal financial

controls over financial reporting of the company, its subsidiary

companies and its jointly controlled company incorporated in India,

based on our audit. We conducted our audit in accordance with the

Guidance Note issued by the ICAI and the Standards on Auditing,

prescribed under section 143(10) of the Act, to the extent applicable to an

audit of internal financial controls. Those Standards and the Guidance

Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting was






controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed

risk. The procedures selected depend on the auditor’s judgement,

including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.


appropriate to provide a basis for our audit opinion on the internal

financial control over financial reporting of the Holding Company, its

subsidiary companies and jointly controlled company, incorporated

in India.

Meaning of Internal Financial Controls Over Financial ReportingA company's internal financial control over financial reporting is a process




principles. A company's internal financial controls over financial




(2) provide reasonable assurance that transactions are recorded as




authorisations of management and directors of the company; and (3)


of unauthorised acquisition, use, or disposition of the company's assets


Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over


management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of

the internal financial controls over financial reporting to future periods are

subject to the risk that the internal financial control over financial reporting

may become inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion and to the best of our information and according to

the explanation given to us, the Holding Company , its subsidiary

companies and jointly controlled company, which are incorporated

in India, have, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial

controls over financial reporting were operating effectively as at

31st March 2019, based on the internal control over financial reporting

criteria established by the respective companies considering the

essential components of internal control stated in the Guidance Note

issued by the Institute of Chartered Accountants of India.

Other MattersOur aforesaid report under section 143(3)(i) of the Act on the adequacy

and operating effectiveness of the internal financial controls over

financial reporting in so far as it relates to four subsidiary companies

and one jointly owned company is based on the corresponding reports

of the auditors of such companies incorporated in India. Our opinion is

not qualified in respect of this matter.




Signature

Lokesh Vasudevan



95


(H in Lakhs)

ParticularsNote

No.

As at

31st March 2019

As at

31st March 2018

I. Assets



b) Capital Work-in-Progress 5A 402.30 5,632.38


d) Financial Assets

i) Investments 7 11,680.69 10,435.77

ii) Loans 8 266.09 987.58




2. Current Assets

a) Inventories 11 531.92 331.12

b) Financial Assets




iv) Loans 8 2,409.70 1,364.48





Total Assets 161,595.59 139,774.97

II. Equity And Liabilities

1. Equity


b) Other Equity 15A 87,663.30 74,645.51

Total Equity 89,196.54 76,177.06

2. Non-Controlling Interest 15A 523.29 467.02



i) Borrowings 16 18,641.04 15,143.89






i) Borrowings 21 22,778.37 24,385.42

ii) Trade Payables 22

a) total outstanding dues of micro and small enterprises 2.66 3.18

b) total outstanding dues of creditors other than micro and small enterprises 6,739.67 5,966.88


b) Provisions 23 650.99 553.51




Total Equity And Liabilities 161,595.59 139,774.97

Summary of Significant Accounting Policies 2-4









Place: Gurugram


The notes form an integral part of these Consolidated Financial Statements.


96

The notes form an integral part of these Consolidated Financial Statements.








Place: Gurugram


Consolidated Statement of Profit and Loss for the year ended 31st March 2019

(H in Lakhs)

ParticularsNote

No.

Year Ended

31st March 2019

Year Ended

31st March 2018

I Revenue

Revenue from Operations 24 275,364.38 234,989.50

Other Income 25 1,951.37 1,441.91

Total Revenue 277,315.75 236,431.41

II Expenses

Operating Expense 26 225,152.11 190,681.27

Employee Benefits Expenses 27 14,016.88 12,448.38

Finance Costs 28 3,738.37 3,221.10


Other Expenses 30 11,243.66 10,210.16

Total Expenses 261,894.81 223,425.57

III ProfitBeforeTax,ExceptionalItems(I-II) 15,420.94 13,005.84

Exceptional Items 66.60 0.00

IV ProfitBeforeTax(I-II) 15,354.34 13,005.84

V Share of Profit from Joint Venture 2,509.11 2,241.99

VI ProfitBeforeTax(III+IV) 17,863.45 15,247.83

VII Tax Expenses: 31

Current Tax 3,871.87 2,315.59

Deferred Tax (537.74) 500.59

Taxes for Earlier Years - 49.88

VIII ProfitfortheYear(V-VI) 14,529.32 12,381.77

IX Other Comprehensive Income

ItemsthatwillnotbeReclassifiedtoProfitorLoss:

Change in fair value of Equity Instruments designated as fair value through OCI (108.24) 388.09

Gain/(Loss) on sale of Investment classified at FVTOCI 500.24 0.00

Remeasurements of Post-Employment Benefit obligations (326.47) (44.03)

Income tax relating items that will not be reclassified to Profit or Loss Statement

Current Tax 13.59 0.00

Deferred Tax (9.62) 42.55


X TotalComprehensiveIncomefortheYear(VII+VIII) 14,590.88 12,683.28

Profit Attributable to:



Total 14,529.32 12,381.77

Other Comprehensive Income Attributable to:

Owner of Transport Corporation of India Limited 61.56 301.51

Non-Controlling Interests - -

Total 61.56 301.51

Total Comprehensive Income Attributable to:



Total 14,590.88 12,683.28

Earnings Per Equity Share Face Value of H 2 each

Basic 18.84 16.08

Diluted 18.80 16.07

Summary of Significant Accounting Policies 2-4

97


Consolidated Statement of Cash Flow for the year ended 31st March 2019

(H in Lakhs)


31st March 2019

For the Year Ended

31st March 2018

A. Cash Flow from Operating Activities:

NetProfitBeforeTaxandExceptionalItems 17,863.45 15,247.83

Adjustments for :


Loss/(Profit) on Sale of Fixed Assets (20.38) (121.56)

Fair Valuation of Investments through FVTPL (2.43) (4.82)

Loss/(Gain) on Foreign Currency Transactions 17.35 0.95


Net Loss/(Gain) on Financial Assets (18.42) 1.56

Amortisation of Prepayment Operating Leasehold Land 25.08 21.74

Finance Costs 3,738.37 3,221.10

Interest Received (317.02) (55.98)



11,052.78 9,870.90

OperatingProfitBeforeWorkingCapitalChanges 28,916.23 25,118.73

Adjustments for :


Other Financial & Other Assets 1,105.68 1,205.25

Inventories (200.80) (79.37)

Trade Payable and Others 925.87 (242.61)

Cash Generation from Operations 21,724.60 19,360.75





Loans (323.73) (329.10)

Other Capital Advances (3,576.91) 2,333.25


Proceeds on Sale of Investments 1,049.94 220.00




Net Cash From Investing Activities (15,759.73) (13,093.65)C. Cash Flow From Financing Activities:

Proceeds From Issuance of Share Capital 118.34 -

Short Term Borrowings (Net) (1,607.05) 748.94

Proceeds From Term Borrowings (1,068.61) 6,195.92

Repayment of Term Borrowings 5,740.68 (5,108.24)


Payment of Dividend (1,379.92) (1,225.24)


Net Cash From Financing Activities (2,414.26) (3,027.90) NetIncrease(Decrease)inCash&CashEquivalent(A+B+C) 130.06 (442.37) Cash & Cash Equivalent as on 31st March 2018 1,423.22 1,865.59









Place: Gurugram


'W Tel · TCI Industr,'es Ltd. eSlgnatlon: airman 69 Delhi 110057 11-09-1998 & Managing Director 4....

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Transcript of 'W Tel · TCI Industr,'es Ltd. eSlgnatlon: airman 69 Delhi 110057 11-09-1998 & Managing Director 4....