AFFLUENCE

1.        STATE OF AFFAIRS OF THE COMPANY     During the year under review, the performance of the Company was satisfactory. The Fashion Garments operations of your company are taking place smoothly. The total turnover achieved by the Company during the year under review was Rs. 5,90,67,40,552/- as compared to Rs. 3,58,75,34,600/- during the previous year. Considering the present position of the Company the Directors are of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.   During the year, the Company has recorded a net profit after tax of Rs. 62,51,40,811/- as compared to Rs. 27,27,83,945/- during the previous year. Taking into account the market growth and the plenty of opportunities in the retail sector, your directors are expecting a higher growth in the coming year.

Due importance has been given to minimize the consumption of energy by optimum utilization of energy consuming equipments.

Total Foreign Exchange used and earned (Accrual Basis):     (In Rs.) Foreign Exchange Used/Outgo:   Subscription 1,166,731 Travelling 6,583,638 Foreign Exchange Earned 7,750,369  

The information relating to technology absorption etc. are either nil or not applicable to the Company.

NOTICE

of the 19th Annual General Meeting

Notice is hereby given that the 19th Annual General Meeting of TCNS Clothing Co. Pvt. Ltd. will be held on Friday, the 30th day of September, 2016 at 11:00 A.M. at the Registered Office of the Company at Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017 to transact the following business:

ORDINARY BUSINESS:

1.            To receive, consider and adopt the Audited Financial Statements for the financial year ended on 31st March, 2016 and the report of the Auditors and Directors thereon.

2.            To ratify the appointment of Auditors for financial year 2016-17

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:        

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the appointment of M/s R. Rastogi & Co., Chartered Accountants [Firm Registration No. 007527N] as approved in 18th Annual General Meeting to hold office until the conclusion of 22nd Annual General Meeting (AGM) be and is hereby ratified in this Annual General Meeting for the financial year 2016-17 on such remuneration as may be mutually agreed between the Company and the Auditors.

SPECIAL BUSINESS:

3.            Appointment of Mr. Naveen Wadhera as Director

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT Mr. Naveen Wadhera (DIN: 02503164), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 18th August, 2016 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (Act) and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Director(s) of the Company be and are hereby authorised severally/jointly, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications or returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies, NCT of Delhi and Haryana.

4.            Appointment of Mr. Naresh Patwari as Director

RESOLVED THAT Mr. Naresh Patwari (DIN: 03319397), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 18th August, 2016 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (Act) and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Director(s) of the Company be and are hereby authorised severally/jointly, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications or returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies, NCT of Delhi and Haryana.

5.            Appointment of Mr. Anurag Banerjee as Director

RESOLVED THAT Mr. Anurag Banerjee (DIN: 07474655), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 18th March, 2016 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (Act) and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Director(s) of the Company be and are hereby authorised severally/jointly, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications or returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies, NCT of Delhi and Haryana.

                                                                                                By order of the Board

                                                                                For TCNS Clothing Co. Pvt. Ltd.

                                                                                                (Piyush Asija)

                                                                                                Company Secretary

Add: W-House, #127, Mandi Road,                       Sultanpur, Mehrauli, Delhi 110030

,                                                              

Date  : 03rd September, 2016

Place : New Delhi                                   

NOTES

1.                  A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETINGS) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUEMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. PROXIES SUBMITTED ON BEHALF OF COMPANIES, SOCIETIES, ETC., MUST BE SUPPORTED BY APPROPRIATE RESOLUTIONS/ AUTHORITY AS APPLICABLE. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. IN CASE A PROXY IS PROPOSED TO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDERS.

2.                  The statement pursuant to the provisions of Section 102 of the Companies Act, 2013 setting out material facts relating to the Special Business at Item No. 3, 4 and 5 is annexed hereto.

3.                  Corporate members intending to send their authorized representatives to attend the Meeting are requested to send an authorization letter or certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.

4.                  Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

5.                  In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6.                  Queries, if any, regarding accounts/ notices may please be sent to the management at least 10 days before the date of Annual General Meeting so as to enable the Company to keep the information ready at the meeting.

7.                  Documents relating to any of the items mentioned in the Notice are open for inspection at the Registered Office of the Company on any working day during business hours prior to the date of meeting and also at the meeting.

8.                  The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

                                                                                                By order of the Board

                                                                                For TCNS Clothing Co. Pvt. Ltd.

                                                                                                (Piyush Asija)

                                                                                                Company Secretary

Add: W-House, #127, Mandi Road,                       Sultanpur, Mehrauli, Delhi 110030

,                                                              

Date  : 03rd September, 2016

Place : New Delhi                                   

               EXPLANATORY STATEMENT

               PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3:

Mr. Naveen Wadhera was appointed as an Additional Director w.e.f. 18th August, 2016 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Naveen Wadhera candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

The Board feels that presence of Mr. Naveen Wadhera on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 3 for adoption. The Board recommends resolutions under Item No.3 to be passed as an ordinary resolution.

Item No. 4:

Mr. Naresh Patwari was appointed as an Additional Director w.e.f.18th August, 2016 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Naresh Patwari candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

The Board feels that presence of Mr. Naresh Patwari on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 4 for adoption. The Board recommends resolutions under Item No.4 to be passed as an ordinary resolution.

Item No. 5:

Mr. Anurag Banerjee was appointed as an Additional Director w.e.f. 18th March, 2016 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Anurag Banerjee candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

The Board feels that presence of Mr. Anurag Banerjee on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 5 for adoption. The Board recommends resolutions under Item No.5 to be passed as an ordinary resolution.

                                                                                                By order of the Board

                                                                                For TCNS Clothing Co. Pvt. Ltd.

                                                                                                (Piyush Asija)

                                                                                                Company Secretary

Add: W-House, #127, Mandi Road,                       Sultanpur, Mehrauli, Delhi 110030

,                                                              

Date  : 03rd September, 2016

Place : New Delhi       

Directors Regularized

1.      Naveen Wadhera:

2.      Naresh Patwari:

3.      Anurag Banerjee:

3.

ATTENDANCE SLIP

Date & Time:                     Friday, September 30, 2016 at 11:00 A.M.

Venue:                                 Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017

Please complete this Attendance Slip and hand it over at the Entrance of the Hall.  Only Members or their Proxies are entitled to be present at the meeting.

I hereby record my Presence at 19th Annual General Meeting of the Company on Friday, the 30th September, 2016 at 11:00 A.M. at Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017.

Note :   1.            The copy of Annual Report may please be brought to the Meeting Hall.

                2.            Briefcase, Hand Bags etc. are not allowed inside the Meeting Hall.

                3.            Please note that no gifts will be distributed at the meeting.

..

Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: U99999DL1997PTC090978

Name of the Company: TCNS Clothing Co. Pvt. Ltd.

Registered Office: Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017.

I/We, being the member(s) of shares of the above named company, hereby appoint:

1.                  Name: .

Address:

Email Id:

Signature: , or failing him

2.                  Name: .

Address:

Email Id:

Signature: , or failing him

3.                  Name: .

Address:

Email Id:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 19th Annual General Meeting of the company, to be held on Friday, the 30th day of September, 2016 at 11:00 A.M. at Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017 or at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.To receive, consider and adopt the Audited Financial Statements for the financial year ended on 31st March, 2016 and the report of the Auditors and Directors thereon. To ratify the appointment of auditors for the financial year 2016-17 Appointment     of Mr. Naveen Wadhera as Director Appointment of Mr. Naresh Patwari as Director Appointment of Mr. Anurag Banerjee as Director

Signed this .. day of September, 2016

Signature of shareholder                                                                             

Signature of Proxy holder(s)

Note:    This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

ROUTE MAP

Venue of AGM:  Registered Office of the Company at Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi-110017

Landmark, if any:    

DIRECTORS' REPORT

To,

The Members,

TCNS Clothing Co. Pvt. Ltd,

The Directors have pleasure in presenting the Nineteenth (19th) Annual Report on the business and operations of your Company together with Audited financial statement of Accounts for the year ended 31st March, 2016.

1.        FINANCIAL HIGHLIGHTS

The financial highlights of the operations of the Company during the financial year 2015-16 are given below:

During the year under review, the performance of the Company was satisfactory. The Fashion Garments operations of your company are taking place smoothly. The total turnover achieved by the Company during the year under review was Rs. 5,90,67,40,552/- as compared to Rs. 3,58,75,34,600/- during the previous year. Considering the present position of the Company the Directors are of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

During the year, the Company has recorded a net profit after tax of Rs. 62,51,40,811/- as compared to Rs. 27,27,83,945/- during the previous year. Taking into account the market growth and the plenty of opportunities in the retail sector, your directors are expecting a higher growth in the coming year. 3.        MANAGEMENT VISION

During the period under report, the directors of the company are satisfied with performance of the company. As observed from annual accounts the performance of your company during the year has been satisfactory.

The directors are quite hopeful of improved performance both in terms of turnover and profitability during the financial year 2016-17.

4.         DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2016.

5.         RESERVES

The amount of reserves of the financial year as on March 31, 2016 is mentioned in Note No. 2 in the notes to the financial statements.

6.        CAPITAL STRUCTURE OF THE COMPANY

There is no change in the Authorized Share Capital and Paid up Share Capital of the Company during the year.

The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 13,00,00,000 (Thirteen Crore) equity shares of Rs. 01/- (Rupees One) each and 2,00,00,000 (Two Crore) optionally convertible preference shares of Rs. 01/- (Rupees One) each.

The Paid up Share Capital of the Company is Rs. 10,37,64,090/- (Rupees Ten Crore Thirty Seven Lakh Sixty Four Thousand Ninety Only) divided into 9,17,39,060 (Nine Crore Seventeen Lakh Thirty Nine Thousand Sixty Only) equity shares of Rs. 01/- (Rupees One) each and 1,20,25,030 (One Crore Twenty Lakh Twenty Five Thousand Thirty Only) optionally convertible preference shares of Rs. 01/- (Rupees One) each.

During the year under review, the company has not issued any bonus shares to the shareholders, equity shares with differential voting rights and any sweat equity shares.

7.        DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2016, your Company had Five (5) Directors consisting of two (2) Executive Directors namely Mr. Arvinder Singh Pasricha and Mr. Onkar Singh Pasricha and three (3) Non-Executive Directors namely Mr. Vijay Kumar Thadani, Mr. Rishi Omprakash Navani and Mr. Anurag Banerjee.

Mr. Piyush Asija is the Company Secretary within the purview of Section 203 of the Companies Act, 2013 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, Mr. Anurag Banerjee had been appointed as the Additional Director of the Company with effect from March 18, 2016 in terms of provisions of Section 161 of the Companies Act, 2013.

Mr. Rishi Omprakash Narwani has, however, resigned from the directorship of the Company w.e.f. August 18, 2016. Further, Mr. Naresh Patwari and Mr. Naveen Wadhera were appointed as the additional directors of the Company with effect from August 18, 2016 pursuant to the shareholders agreement executed between the Company, Mr. Onkar Singh Pasricha, Mr. Arvinder Singh Pasricha, Wagner Limited (Investor) and other shareholders of the Company.

Pursuant to the provisions of Section 161(1) of the Act, Mr. Anurag Banerjee, Mr. Naresh Patwari and Mr. Naveen Wadhera hold office only upto the date of forthcoming Annual General Meeting (AGM) of the Company and are eligible for appointment as Directors of the Company. The Board recommends their appointment and accordingly resolutions seeking approval of the members for their appointment have been included in the Notice of forthcoming Annual General Meeting of the Company.

8.        NUMBER OF MEETINGS AND ATTENDANCE OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business.

The notice of Board meetings is given well in advance to all the Directors. Usually, meetings of the Board are held in Delhi. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met Twelve (12) times in the financial year 2015-16 viz., on May 02, 2014, May 14, 2014, August 14, 2014, September 02, 2014, September 12, 2014, October 13, 2014, November 13, 2014, November 26, 2014, December 15, 2014, January 21, 2015, February 04, 2015 and March, 18, 2015.

The composition of the Board is in conformity with the Companies Act, 2013. The composition of the Board, number of Board Meetings held, attendance of the Directors at the Board Meetings and last Annual General Meeting and the number of Directorship in other Companies in respect of each Director as on March 31, 2016 is reproduced here-in below:

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

9.        COMMITTEES OF THE BOARD

There are no committees of the Board other than the Corporate Social Responsibility, as there is no statutory requirement for any other committee applicable to the Company.

9.1  CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure I.

10.    PUBLIC  DEPOSITS

The Company has not accepted or renewed any sort of deposits during the Financial Year 2015-16 within the meaning of Chapter V of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

11.    SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture and Associate Company covered within the purview of Section 2(46), 2(87) and 2(6) of the Companies Act, 2013 and its related rules made thereunder.

During the year no Subsidiary, Joint Venture and Associates Company has become or ceased to be the Subsidiary, Joint Venture and Associates Company as per the provisions of the Companies Act, 2013.

12.    CORPORATE GOVERNANCE

The Company seeks to adopt good corporate governance practices and to ensure compliance with all relevant laws and regulations. The Company conducts its activities in a manner that is fair and transparent and also perceived to be such by others.

13.    MATERIAL CHANGES AND COMMITMENTS

There were no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

14.    AUDITORS

The Board of Directors had re- appointed M/s R. Rastogi & Co, Chartered Accountants, as the Auditors of the Company in its 18th Annual General Meeting (AGM) held on 30th September, 2015 to hold the office as Auditors from the conclusion of the said AGM to the conclusion of 22nd AGM, as per the time frame for transition under the subsection (1) of Section 139 of the Companies Act, 2013. The said re appointment is subject to ratification by the members in every AGM.

The members are requested to ratify the appointment of M/s Rastogi & Co, Chartered Accountants, as Auditors of the Company for the financial year 2016-17 at remuneration as may be agreed between the Company and the Auditors.

15.    AUDITORS REPORT

The Auditors Report attached hereto is self-explanatory. There were no adverse remarks in the report of the Auditors requiring clarification from the Board of Directors. The Directors have gone through the Auditors reports and are in agreement with the same.

16.    DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has no tolerance for sexual harassment at workplace and has taken appropriate measures for prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the financial year 2015-16 the Company has not received any complaints on sexual harassment.

17.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE  EARNINGS AND OUTGO

A statement giving details of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed and marked as Annexure II.

18.    STATEMENT ON THE DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS AS PER SECTION 149(6) 134(3)(d)

Since the company is a private company, so the requirements regarding the appointment of Independent Directors on the Board as per Section 149 of the Companies Act, 2013 and the related rules made there under is not applicable on to the Company, so there is no requirement to give a statement by the Board on the declaration to be given by Independent Directors.

19.    COMPANYS POLICY ON DIRECTORS APPOINTMENT & REMUNERATION, INCLUDING THE CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF THE DIRECTORS AND OTHERS AS PER 178(3) 134(3) (E)

The company is a private company so the company is not falling under the category prescribed under sub-section (1) of section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 to whom the requirements of constitution of the Nomination and Remuneration Committee and the Policy regarding the same is applicable.

20.    LOANS FROM DIRECTORS

Your Company has not accepted loans from its Directors during Financial year 2015-16 and no amount received from the directors during the previous years were outstanding as on 31st March, 2016.

21.    EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 read with Section 134(3) (a) is annexed herewith in Form MGT-9 and marked as Annexure III.

22.    LOANS, GUARANTEES OR INVESTMENTS  UNDER SECTION 186

The company has not given any guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the loans granted and investments made by the company are given in the notes to the financial statements.

23.    CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER SECTION 188 OF THE COMPANIES ACT, 2013

All Related Party Transactions that were entered during the financial year were in the ordinary course of the business of your Company and were on arms length basis, details whereof are mentioned in the Notes to Accounts forming part of the financial statements.

There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Further, your Company did not enter into contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

All such Related Party Transactions are placed before the Board for approval, wherever applicable. Form AOC-2 is enclosed in Annexure-IV.

24.    HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract the best external talent and promote internal talent to higher roles and responsibilities. The Companys people-centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

The Group believes that qualified, trained and dedicated workforce is the backbone of the Group.  The Company has very cordial relations with employees. The company has adopted several employee welfare schemes such as medical insurance, dress to the workers and executives. The Directors place on record their appreciation for the efficient and loyal services rendered by the Company employees at all levels.

25.    PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended March 31, 2016.

(A)  Personnel who are in receipt of remuneration aggregating not less than Rs.60,00,000 per annum and employed throughout the financial year:

During the financial year 2015-16 or any part thereof, there was one employee Sh. Anant Daga, Chief Executive Office of the Company, who was in receipt of remuneration of Rs. 60,00,000/-(Rupees Sixty Lacs) or above. The details as required by Section 197 and its related rule are annexed and marked as Annexure V.

(B)  Personnel, who have worked for the part of the financial year, and who are in receipt of remuneration for any part of that year, at a rate which in the aggregating was not less than Rs. 5,00,000 per month.

During the financial year 2015-16 or any part thereof, there was no employee who had worked for a part of the financial year and who was in receipt of remuneration for any part thereof, at a rate which in the aggregating was not less than Rs.5,00,000 per month.

(C) Personnel who were drawing remuneration in excess of Managing Director and holding Equity Shares of the Company in excess of 2%.

During the financial year 2015-16 or any part thereof, there was no employee who if employed throughout the financial year or part thereof was in receipt of remuneration in that year which, in aggregate, or as the case may be, at the rate which, in aggregate, was in excess of that drawn by the Managing Director and held by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of your Company.

26.    INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal financial controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorised, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations.

27.    RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

28.    DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub-section (3) and (5) of section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a)      In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b)      The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the financial year ended on that date.

c)      The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)      The Directors have prepared the annual accounts for the financial year ended on              31st March, 2016 of the Company on a going concern basis.

e)      The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29.    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

APPRECIATION

The Directors would like to express their sincere appreciation and gratitude to:-

i)        All the regulatory authorities including Ministry of Corporate Affairs, Registrar   of Companies and other statutory bodies;

ii)      Bankers and Financial Institutions, the Central and State Governments as well as Departments and Development Authorities connected with the business of the Company and their co-operation and continued support;

iii)    The members, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

iv)     Your Directors also deeply appreciate the hard work, competence, loyalty, cooperation and professionalism of the employees of the Company and its subsidiaries, at all levels. The employees continue to remain the Companys most valuable assets and their relentless efforts have enabled the Company to achieve praiseworthy growth during the year under review.

                                                                                                                                                        By Order of the Board of Directors

                                                                                            For TCNS Clothing Co. Pvt. Ltd.

Onkar Singh Pasricha                                         Arvinder Singh Pasricha

Director                                                               Director

DIN: 00032290                                                     DIN: 00032420

Add: W-155, Greater                                           Add: S-304, Greater Kailash-II,        Kailash-II, New Delhi-110048                             New Delhi- 110048

Date: New Delhi

Place: 03-09-2016

ANNEXURE - I to the Directors Report

Annual Report on the CSR activities

1.      A brief outline of the Companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

CSR Policy

(Approved by the Board of Directors on 2nd May 2014)

Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our customers, associates, shareholders, employees and Society at large.

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

To pursue these objectives we will continue to:

1.      Work actively in areas of eradication of hunger and poverty, provide opportunity and financial assistance for the promotion of education, provide medical aid to the needy and down trodden.

2.      Collaborate with likeminded bodies like Voluntary organizations, charitable trusts, governments and academic institutes in pursuit of our goals.

3.      Interact regularly with stakeholders, review and publicly report our CSR initiatives.

2.  Composition of CSR committee

4.      Average net profit of the company for last three financial years:

Average net profit: Rs. 14,14,02,652

Prescribed CSR Expenditure (Two percent of the amount as in item 3 above)

The company is required to spend Rs. 28,28,053/-

5.      Details of CSR spend for the financial year :

Total amount spent for the financial year : Rs. 28,35,500/-

Amount unspent if any : Nil

c) Manner in which the amount spent during the financial year is detailed below:

Details of implementing agency: Indus Quality Foundation

6.      Responsibility Statement of the Committee:

The CSR Committee Members are committed to undertake and monitor the CSR activities as per the Companys CSR policy.

For and on behalf of the CSR Committee of TCNS

Mr. Onkar Singh Pasricha

Chairman of the CSR Committee

DIN: 00032290    

Add: W-155, Greater                                          

Kailash-II, New Delhi-110048

ANNEXURE - II to the Directors Report

Conservation of energy, technology absorption and foreign exchange earnings/outgo

Particulars required by the Section 134(3)(m) of the Companies Act, 2013 (the Act) read with rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2016.

A.     CONSERVATION OF ENERGY:

Due importance has been given to minimize the consumption of energy by optimum utilization of energy consuming equipments.

B.      TECHNOLOGY ABSORBTION.

The information relating to technology absorption etc. are either nil or not applicable to the Company.

C.      FOREIGN EXCHANGE EARNINGS AND OUTGO.

Total Foreign Exchange used and earned (Accrual Basis):

ANNEXURE - III to the Directors Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I.                    REGISTRATION AND OTHER DETAILS:

II.                  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY -       

 All the business activities contributing 10 % or more of the total turnover of the company shall be stated.

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

III.          SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i)        Category-wise Share Holding

ii)      Shareholding of Promoters

iii)    Change in Promoters Shareholding (please specify, if there is no change):

iv)    Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

v)      Shareholding of Directors and Key Managerial Personnel:

IV.      INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors

*No ceiling for unlisted companies as per Rule 7(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

VI.    PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES UNDER COMPANIES ACT, 2013:

                                                                                                                                               For TCNS Clothing Co. Pvt. Ltd.

Onkar Singh Pasricha                                         Arvinder Singh Pasricha

Director                                                               Director

DIN: 00032290                                                     DIN: 00032420

Add: W-15, Greater                                             Add: S-304, Greater Kailash-II,        Kailash-II, New Delhi-110048                             New Delhi- 110048

Date: New Delhi

Place: 03-09-2016

ANNEXURE IV to the Directors Report

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

                                                                                                                                                                    By Order of the Board of Directors

                                                                                            For TCNS Clothing Co. Pvt. Ltd.

Onkar Singh Pasricha                                         Arvinder Singh Pasricha

Director                                                               Director

DIN: 00032290                                                     DIN: 00032420

Add: W-15, Greater                                             Add: S-304, Greater Kailash-II,        Kailash-II, New Delhi-110048                             New Delhi- 110048

Date: New Delhi

Place: 03-09-2016

ANNEXURE - V to the Directors Report

Statement of particulars of employees pursuant to the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming the part of the Directors Report for the year ended on 31st March, 2016.

                                                                                                                                                       By Order of the Board of Directors

                                                                                            For TCNS Clothing Co. Pvt. Ltd.

Onkar Singh Pasricha                                         Arvinder Singh Pasricha

Director                                                               Director

DIN: 00032290                                                     DIN: 00032420

Add: W-15, Greater                                             Add: S-304, Greater Kailash-II,        Kailash-II, New Delhi-110048                             New Delhi- 110048

Date: New Delhi

Place: 03-09-2016

Pursuant to the requirement under clause (c) of sub-section (3) and (5) of section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:   a)      In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards had been followed along with proper explanations relating to material departures;   b)      The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the financial year ended on that date.   c)      The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.   d)      The Directors have prepared the annual accounts for the financial year ended on              31st March, 2016 of the Company on a ‘going concern’ basis.   e)      The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.