General information about company
Scrip code	532284
NSE Symbol
MSEI Symbol
ISIN	INE389D01013
Name of the entity	TCFC FINANCE LTD
Date of start of financial year	01-04-2018
Date of end of financial year	31-03-2019
Reporting Quarter	Yearly
Date of Report	31-03-2019
Risk management committee	Not Applicable

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Textual Information(1)

Wether the listed entity has a Regular Chairperson

Yes

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

ATUL MANUBHAI DESAI

AABPD9483F

00019443

Non-Executive - Independent Director

Chairperson

01-08-2014

Mrs

TANIA DEOL

AAAPA8072C

00073792

Executive Director

Not Applicable

CEO-MD

01-07-2016

VENGENDUR SRIKUMAR SRINIVASAN

AAEPS3093D

00051233

Non-Executive - Independent Director

Not Applicable

01-08-2014

31-03-2019

VENKATESH RAGHUNATH KAMATH

AAEPK5652J

00042866

Executive Director

Not Applicable

26-09-2014

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

DHARMIL A BODANI

AACPB3387K

00618333

Non-Executive - Non Independent Director

Not Applicable

27-08-2015

PRANAV S JASANI

AACPJ8607N

01898059

Non-Executive - Independent Director

Not Applicable

29-03-2019

Text Block

Textual Information(1)

1.MR. VENGENDUR SRIKUMAR SRINIVASAN CEASED AS AN INDEPENDENT DIRECTOR OF THE COMPANY W.E.F. CLOSURE OF BUSINESS HOURS ON 31.03.2019.

2. MR. VENKATESH RAGHUNTH KAMATH WAS APPOINTED AS AN EXECUTIVE DIRECTOR & CFO OF THE COMPANY W.EF. 26.09.2014.

3.MR. PRANAV S JASANI WAS APOINTED AS AN ADDITONAL INDEPENDENT & NON EXECUTIVE DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS W.E.F. 29TH MARCH, 2019 SUBJECT TO THE APPROVAL OF THE MEMBERS IN THE ENSUING ANNUAL GENERAL MEETING OF THE COMPANY.

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00051233	VENGENDUR SRIKUMAR SRINIVASAN	Non-Executive - Independent Director	Chairperson	26-08-2010	31-03-2019	Textual Information(1)
2	00019443	ATUL MANUBHAI DESAI	Non-Executive - Independent Director	Member	26-08-2010
3	00042866	VENKATESH RAGHUNATH KAMATH	Executive Director	Member	26-08-2010

Sr Text Block
Textual Information(1)	MR. VENGENDUR SRIKUMAR SRINIVASAN CEASED AS A DIRECTOR & THE CHAIRMAN OF THE AUDIT COMMITTEE OF THE COMPANY W.E.F. CLOSURE OF BUSINESS HOURS ON 31.03.2019

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00051233	VENGENDUR SRIKUMAR SRINIVASAN	Non-Executive - Independent Director	Chairperson	11-11-2014	31-03-2019	Textual Information(1)
2	00019443	ATUL MANUBHAI DESAI	Non-Executive - Independent Director	Member	11-11-2014
3	00618333	DHARMIL A BODANI	Non-Executive - Non Independent Director	Member	11-11-2014

Sr Text Block
Textual Information(1)	MR. VENGENDUR SRIKUMAR SRINIVASAN CEASED AS A DIRECTOR OF THE COMPANY & THE CHAIRMAN OF THE NOMINATION & REMUNERATION COMMITTEE W.E.F. CLOSURE OF BUSINESS HOURS ON 31.03.2019

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00051233	VENGENDUR SRIKUMAR SRINIVASAN	Non-Executive - Independent Director	Chairperson	02-11-2015	31-03-2019	Textual Information(1)
2	00073792	TANIA DEOL	Executive Director	Member	02-11-2015
3	00042866	VENKATESH RAGHUNATH KAMATH	Executive Director	Member	02-11-2015

Sr Text Block
Textual Information(1)	MR. VENGENDUR SRIKUMAR SRINIVASAN CEASED AS A DIRECTOR OF THE COMPANY & CHAIRMAN OF THE STAKEHOLDERS RELATIONSHIP COMIITTEE W.E.F. CLOSURE OF BUSINESS HOURS ON 31.03.2019

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson					No
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00051233	VENGENDUR SRIKUMAR SRINIVASAN	Non-Executive - Independent Director	Chairperson	30-07-2014	31-03-2019	Textual Information(1)
2	00073792	TANIA DEOL	Executive Director	Member	30-07-2014
3	00042866	VENKATESH RAGHUNATH KAMATH	Executive Director	Member	30-07-2014

Sr Text Block
Textual Information(1)	MR. VENGENDUR SRIKUMAR SRINIVASAN CEASED AS A DIRECTOR OF THE COMPANY & THE CHAIRMAN OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE COMPANY W.E.F. CLOSURE OF BUSINESS HOURS ON 31.03.2019

Other Committee
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks

Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (if any) in the previous quarter	Date(s) of meeting (if any) in the current quarter	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date
1	13-11-2018
2		11-02-2019	89
3		29-03-2019	45

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting of the committee in the relevant quarter	Whether requirement of Quorum met (Yes/No)	Requirement of Quorum met	Date(s) of meeting of the committee in the previous quarter	Maximum gap between any two consecutive meetings (in number of days)	Name of other committee	Reson for not providing date
1	Audit Committee	11-02-2019	Yes	3	13-11-2018	89

Annexure 1
V. Related Party Transactions
Sr	Subject	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	NA
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes

Annexure 1
VI. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	Yes
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	Yes
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	Yes
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee	Yes
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)	NA
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

Annexure 1
Sr	Subject	Compliance status
1	Name of signatory	MISS.KINJAL SHETH
2	Designation	Company Secretary and Compliance Officer

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
1	Details of business	Yes		http://www.tcfcfinance.com/
2	Terms and conditions of appointment of independent directors	Yes		http://www.tcfcfinance.com/
3	Composition of various committees of board of directors	Yes		http://www.tcfcfinance.com/
4	Code of conduct of board of directors and senior management personnel	Yes		http://www.tcfcfinance.com/
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		http://www.tcfcfinance.com/
6	Criteria of making payments to non-executive directors	Yes		http://www.tcfcfinance.com/
7	Policy on dealing with related party transactions	Yes		http://www.tcfcfinance.com/
8	Policy for determining �material� subsidiaries	NA
9	Details of familiarization programmes imparted to independent directors	Yes		http://www.tcfcfinance.com/

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		http://www.tcfcfinance.com/
11	email address for grievance redressal and other relevant details	Yes		http://www.tcfcfinance.com/
12	Financial results	Yes		http://www.tcfcfinance.com/
13	Shareholding pattern	Yes		http://www.tcfcfinance.com/
14	Details of agreements entered into with the media companies and/or their associates	NA
15	New name and the old name of the listed entity	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility�	16(1)(b) & 25(6)	Yes
2	Board composition	17(1)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Review of Compliance Reports	17(3)	Yes
5	Plans for orderly succession for appointments	17(4)	Yes
6	Code of Conduct	17(5)	Yes
7	Fees/compensation	17(6)	Yes
8	Minimum Information	17(7)	Yes
9	Compliance Certificate	17(8)	Yes
10	Risk Assessment & Management	17(9)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
11	Performance Evaluation of Independent Directors	17(10)	Yes
12	Composition of Audit Committee	18(1)	Yes
13	Meeting of Audit Committee	18(2)	Yes
14	Composition of nomination & remuneration committee	19(1) & (2)	Yes
15	Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
16	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
17	Vigil Mechanism	22	Yes
18	Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
19	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
20	Approval for material related party transactions	23(4)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
21	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
22	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
23	Maximum Directorship & Tenure	25(1) & (2)	Yes
24	Meeting of independent directors	25(3) & (4)	Yes
25	Familiarization of independent directors	25(7)	Yes
26	Memberships in Committees	26(1)	Yes
27	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
28	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
29	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
	Any other information to be provided - Add Notes

Annexure II
1	Name of signatory	MISS.KINJAL SHETH
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
	Any other information to be provided

Annexure II
1	Name of signatory	MISS. KINJAL SHETH
2	Designation	Company Secretary and Compliance Officer

Signatory Details
Name of signatory	MISS. KINJAL SHETH
Designation of person	Company Secretary and Compliance Officer
Place	MUMBAI
Date	12-04-2019

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Text Block

Audit Committee Details

Sr Text Block

Nomination and remuneration committee

Sr Text Block

Stakeholders Relationship Committee

Sr Text Block

Risk Management Committee

Corporate Social Responsibility Committee

Sr Text Block

Other Committee

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

Annexure 1

VI. Affirmations

Annexure 1

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

Annexure II

III. Affirmations

Annexure II

Signatory Details