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Tantia Constructions Ltd.

BSE: 532738 Sector: Infrastructure
NSE: TANTIACONS ISIN Code: INE388G01018
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OPEN 10.11
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VOLUME 1838
52-Week high 22.20
52-Week low 10.11
P/E
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tantia Constructions Ltd. (TANTIACONS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 52nd Annual Report together with theAudited Statement of Accounts of Tantia Constructions Limited ("the Company")for the year ended 31st March 2017.

Financial Performance

The summarized standalone results of your Company are given in the table below.

(Rs. in lakhs)

PARTICULARS

STANDALONE

2016-17 2015-16
Revenue from Operations (Net) and other income 27866 41060
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 2891 5089
Finance Charges 8847 7197
Depreciation 901 1221
Profit Before Tax (PBT) (6857) (3329)
Provision for Tax (135) (293)
Profit After Tax (PAT) (6722) (3036)
Balance brought forward from previous year - -
Profit available for Appropriations - -
Appropriations
Interim Equity Dividend - -
Proposed Final Equity Dividend - -
Tax on Equity Dividends - -
Previous Year Tax on Equity Dividends - -
General Reserve 1415 1415
Surplus carried to the next year's account - -

*Previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

Your Directors do not recommended any dividend for the year ended 31st March 2017.

SUMMARY OF OPERATIONS

During the year net revenue from operations of your Company decreased by 29.66% fromRS.40554 lakhs to RS.2 8526 lakhs. For FY2017 your Company's loss after tax stood atH6722 lakhs vis-a-vis loss after tax of RS.036 lakhs in the previous year.

Your Company continues to be under Corporate Debt Restructuring Scheme.

TRANSFER TO RESERVES

Since the Company is having losses no amount is being transferred to the reserveaccount.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2017 was RS.2 87420980.

Pursuant to Corporate Debt Restructuring Scheme the Company allotted 9919032 EquityShares at a price RS.2 1.26/- per share (inclusive of premium of RS.11.26/- per share) on19th November 2016 to the Promoters of the Company (i.e. Mr. Rahul Tantia and M/sNigolice Trading Private Limited).

CHANGE IN NATURE OF BUSINESS IF ANY

During the year under review the Company has not changed its nature of business.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of thecompany between the end of the financial year (31st March 2017) and the date of thereport.

DEPOSITS

The Company has not accepted any deposits from the public during the Financial Yearended 31st March 2017 as per Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

INDUSTRY SCENARIO

Infrastructure is the backbone of every country's growth and prosperity and especiallyfor the logistics industry to flourish emphasis has to be on building world-class roadnetworks integrated rail corridors modern airport cargo facilities and logistics parks.The infrastructure sector is one of the key drivers of economic development in adeveloping country like India. In recent years India has consistently increasedinvestments in infrastructure by 10% to RS.96135 crores (US$ 59.18 billion) overfinancial year 2017 revised estimates.

However basic infrastructure development is still relatively slower compared to othercountries. Rapid growth of the Indian economy in recent years has placed increasing stresson physical infrastructure i.e. electricity railways roads ports irrigation watersupply and sanitation all of which already suffer from deficit in terms of capacities aswell as efficiencies. The infrastructure sector is mainly affected due to delays inproject award environmental clearance hurdles land acquisition issues slower executionlack of cheaper financing options etc.

OUTLOOK

Sustained infrastructure development is expected to be one of the crucial factors forsustaining growth during the current decade. Significant investment in physicalinfrastructure will also lead to employment generation increased production efficiencyreduction in cost of doing business and improved standard of living.

There was a significant increase in investment in infrastructure in the financial year2016-17 over the previous year with a focus on railways and roads. The allocation forroads and railways is RS.40000 crore each an increase of RS.14031 crore and RS.10050crore respectively over the current fiscal year. Rising demand for infrastructurefacilities given the rapid growth in urbanisation bulging middle-class and an increasingworking-age population would warrant substantial increase in infrastructure investmentsduring the current decade.

Apart from development of infrastructure facilities in existing cities/ townsincreased focus is expected on infrastructure development in new townships/rural areas.Regional-urban development plans are expected to be made to identify new growth corridors.A substantial rise in rural infrastructure development which will provide further impetusto economic growth in rural areas will result in significant poverty reduction. Increasedinvestment in rural infrastructure will benefit the rural population through higherincomes rise in employment opportunities and lower cost of basic goods due to improvementin transportation facilities. Nonetheless improvement in rural infrastructure will needto be properly targeted to benefit the rural poor.

The Indian economy is one of the largest globally with a promising economic outlook onthe back of controlled inflation rise in domestic demand increase in investmentsdecline in oil prices and reform-oriented policies among others. For the constructionsector years of strained liquidity resulting from increasing working capital cycles andrestrained lending by banks and aggressive bidding at low margins is expected to reversewith the government focused on creating transparent policies and innovative operationalmodels to drive sectoral growth.

DETAILS OF BOARD MEETINGS

During the year 4 (four) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the stipulated time period as prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming part of this Annual Report. There has been no instancewhere the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders' Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders'Relationship Committee has been furnished in the Corporate Governance Report forming partof this Annual Report.

Finance Committee

The composition and terms of reference of the Finance Committee has been furnished inthe Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee

The composition and terms of reference of Corporate Social Responsibility Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return (MGT-9) isAnnexed as Annexure A.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has a vigilmechanism policy named Vigil Mechanism Policy (VMP) to deal with instance of fraud andmismanagement if any. The details of the Vigil Mechanism Policy is explained in theCorporate Governance Report and also posted on the website of the Company atwww.tantiagroup.com/Investor's Corner/Policies//Vigil Mechanism Policy

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act 2013 your Directors to thebest of their knowledge and belief hereby confirm that

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the profit of theCompany for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. they have prepared the annual accounts on a going concern basis; they have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively;

e. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

M/s. Konar Mustaphi & Associates (Firm Registration No 314125E) CharteredAccountants Kolkata have been appointed as Statutory Auditors of the Company for aperiod of 5 (Five) years at the Annual General Meeting held on September 29 2015 subjectto ratification by shareholders at every Annual General Meeting.

The Company's Statutory Auditors M/s. Konar Mustaphi & Associates CharteredAccountants Kolkata who retire at the ensuing Annual General Meeting of the Company areeligible for re-appointment for a further period of 3 (Three) years. They have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the Rules framedthereunder for re-appointment as Auditors of the Company. As required under Regulation 33of the SEBI LODR (Listing Obligations and Disclosure Requirements) Regulations 2015 theAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India. Members' attention is invited tothe observation made by the Auditors under "Emphasis of Matter" appearing in theAuditor's Reports.

a) Note 42 to the Financial Statement in relation to excess payment of RS.42 lakhs.Managerial remuneration for the FY 2013-14 for which the Management is in the process oftaking approval of the Central Government.

b) Note 8 and 38 (c) to the Financial Statement regarding nonpayment of short-term loanfrom Vijaya Bank against which the Bank has issued notice under the SARFAESI Act (2002)and has taken symbolic possession of land mortgaged with them for the said loan.

c) Note 4 to the Financial Statement regarding default in repayment of loans from Bankstowards principal and interest amounting to RS.2 723 lacs and H5061 lacs respectively.

d) Note 51 to the Financial Statement in regard to an amount of RS.604.02 lacsrecoverable from Tantia Raxaultollway Pvt Ltd was taken over by Tantia infrastructure PvtLtd which remain grouped under sundry debtors.

e) Para (i) of Note 40 to the Financial Statement regarding Fixed Assets taken over byTata Capital Ltd against their dues of H50 lacs.

f) Para (ii) of Note 40 to the Financial Statement for assets sold by the Company at aconsideration of Rs 90.48 lakhs

g) Note 52 to the Financial Statement regarding unsecured loans from Bodies Corporatemany of whom had filed winding up petition at High Court when some of the creditorsapproached High Court for winding up of the Company as per earlier order the ConsortiumBanks through State Bank of India filed a petition in the High Court stating that thestake of unsecured creditors are rather low vis-a-vis the stake of secured creditors i.e.various Banks (Under CDR Packages). The matter is subjudice and awaiting final judgment.

Management response to the emphasis on matters in Auditor's Report

a) b) d) f) & g) As regards to emphasis of matter expressed by the Auditors intheir Report with regards to Note nos 48 38( c) Para ii of 40 42 51 and 52 ofStandalone Financial Statement attention is hereby drawn that Note nos 4 8 38(c) Paraii of 40 42 51 and 52 of Standalone Financial Statement are self- explanatory andtherefore do not call for any further comments.

c) With respect to Auditor's observation made in Note 4 to the financial statementyour directors wish to inform that all necessary measures are being made for repayment ofloans from Banks with interest.

e) With regard to Auditor's observation made in Para i Note no 40 of StandaloneFinancial Statement your directors wish to inform that as a measure of full and finalsettlement Tata Capital took over the possession of some of these assets against theirliability of Rs 50 lacs.

Further the report of the Statutory Auditors along with notes to Schedules is enclosedto this report.

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its construction activity is required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s S Chhaparia & Associates (FRN101591) to audit the cost accounts of the Company for the financial year 2017-18 on aremuneration of H50000/- per annum plus reimbursement of out of pocket expenditure andapplicable taxes. As required under the Companies Act 2013 the remuneration payable tothe cost auditor is required to be placed before the Members in a general meeting fortheir ratification. Accordingly a Resolution seeking Members' ratification for theremuneration payable to M/s S Chhaparia & Associates Cost Auditors is included inthe Notice convening the Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s MR & Associates (CP No 2551) a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report is annexed herewith as "AnnexureB".

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2017 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe 'ordinary course of business' and 'at arm's length' basis. Thus disclosure in AOC-2is not required Tantia Infrastructure Private Limited is 'Material Unlisted Subsidiary' ofyour Company as defined under Regulation 16(1) (c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ['Listing Regulations'].

During the year under review your Company did not have any Related Party Transactionswhich required prior approval of the Members. All Related Party Transactions of yourCompany had prior approval of the Audit Committee and the Board of Directors.

Subsequently the Audit Committee and the Board have reviewed the Related PartyTransactions on quarterly basis. Your Company has an internal mechanism for the purpose ofidentification and monitoring of Related Party Transactions.

There has been no materially significant Related Party Transactions during the yearunder review having potential conflict with the interest of the Company.

The Policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website at the link www.tantiagroup.com/Investor's Corner/Policies/RelatedParty Transaction and Materiality Policy.

SUBSIDIARIES

During the year under review your Company is having four (4) subsidiaries namelyTantia Infrastructure Private Limited Tantia Batala-Beas Tollway Private Limited TantiaSanjauliparkings Private Limited and Tantia Raxaultollway Private Limited out of whichthe first three are wholly-owned subsidiaries of the Company. The statement containingsalient features of the financial statement of subsidiaries/associate companies/jointventure is enclosed in Annexure 'C' in Form AOC-1. Further as per section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of eachof the subsidiaries are available at our website at www.tantiagroup.com/Investor's Corner/Annual Report.

Further a brief about the business of the each of the Subsidiaries and Associates isgiven hereunder -

Tantia Infrastructure Private Limited The Company is engaged in executing variousinfrastructure projects.

Tantia Batala-Beas Tollway Private Limited The Company is in the process to enhance itsresources technology and manpower to strengthen its future capabilities by developmentand operation & maintenance of Batala-Mehta-Beas Road (MDR-66) on Design BuildFinance Operate and Transfer (DBFOT) basis in the state of Punjab.

Tantia Sanjauliparkings Private Limited The Company is a Special Purpose Vehicle (SPV)incorporated specifically to execute the project received from H. P InfrastructureDevelopment Board Shimla for the development of a parking complex at Sanjauli Shimlain Public Private Partnership (PPP) format.

Tantia Raxaultollway Private Limited The Company is a Special

Purpose Vehicle (SPV) incorporated specifically to execute the project received fromNational Highways Authority of India (NHAI) for two-laning of Piprakothi-Raxaul Section ofNH-28A (from Km 0.600 to Km 62.064) and construction of two-lane road from Km 62.064 toICP Raxaul (733 Km length) in Bihar under NHDP Phase-III on Design Build FinanceOperate and Transfer on BOT (Toll) basis. The Company has already started the execution ofaforesaid works.

A Policy has been formulated for determining the Material Subsidiaries of the Companypursuant to the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 of the stock exchanges. The said Policy has been posted onthe Company's website at the weblink www.tantiagroup.com/ Investor'sCorner/Policies/Material Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India form part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identification selection andappointment of Directors Key Managerial Personnel (KMPs) and Senior Management Personnel(SMPs) of your Company. The Policy provides for criteria for fixing remuneration of theDirectors KMPs SMPs as well as other employees of the Company. The Policy enumerates thepowers roles and responsibilities of the Nomination and Remuneration Committee.

Your Board on the recommendations of the Nomination and Remuneration Committeeappoints Director(s) of the Company based on his/her eligibility experience andqualifications and such appointment is approved by the Members of the Company at GeneralMeetings. Generally the Managing Director and Whole-time Directors (Executive Directors)are appointed for a period of three years. Independent Directors of the Company areappointed to hold their office for a term up to five consecutive years on the Board ofyour Company. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and based on the recommendation by the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term offive consecutive years subject to approval of the Members of your Company. The DirectorsKMPs and SMPs shall retire as per the applicable provisions of the Companies Act 2013 andthe policy of the Company. While determining remuneration of the Directors KMPs SMPs andother employees the Nomination and Remuneration Committee ensures that the level andcomposition of remuneration are reasonable and sufficient to attract retain and motivatethem and insure the quality required to run the Company successfully the relationship ofremuneration to performance is clear and meets appropriate performance benchmarks and suchremuneration comprises a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals. TheCompany follows a compensation mix of fixed pay benefits allowances perquisitesperformance linked incentives and retirement benefits for its Executive Directors KMPsSMPs and other employees. Performance Linked Incentive is determined by overall businessperformance of your Company. Annual increments are decided by the Nomination andRemuneration Committee within the salary scale approved by the Board and Members of theCompany. The Company pays remuneration to Independent Directors byway of sitting fees.Remuneration to Directors is paid within the limits as prescribed under the Companies Act2013 and the limits as approved by the Members of the Company from time to time.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website ofyour Company. Your Company conducts a Board Evaluation process for the Board of Directorsas a whole Board Committees and also for the Directors individually throughself-assessment and peer assessment. The details of Board evaluation for the year 2016-17have been provided in the Corporate Governance Report which forms part of this AnnualReport.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGE IN DIRECTORS:

During the year under review Mr. B.L. Tulsian and Mr. Sandeep Kumar SaraogiIndependent Non-executive Directors of the Company resigned on 13th August 2017 from theBoard and other Committees due to their pre-occupations elsewhere. Mr. B.L. Ajitsaria andMr. Sandip Bose Whole-time Directors of the Company also resigned from the Board on 13thAugust 2016 due to their personal reasons.

Further Mr. Shaleen Khemani Independent Non-executive Director of the Company alsoresigned from the Board and other Committees position held by him w.e.f. 5th September2016 due to his engagements elsewhere.

During the year under review on 3rd December 2016 Md. Sarim Arshad was appointed as anAdditional Director (Independent Non Executive) of the Company.

However Mr. M.L. Agarwala Director (Projects) of the Company was re-appointed for aperiod of 3 (three years) w.e.f. 16th December 2016.

DECLERATION BY INDEPENDENT DIRECTORS

Mr. T Chaturvedi Mrs. M. Chaterjee and Md. Sarim Arshad are Independent Non-Executive Directors on the Board of your Company. The Company has received declarationspursuant to Section 149(7) from all the Independent Non-executive Directors of theCompany confirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013.However during the period underreview Mr. B.L. Tulsian and Mr. S.K. Saraogi Independent nonexecutive Director of theCompany resigned w.e.f. 13th August 2016. Later Mr. S. Khemani IndependentNon-executive Director of the Company resigned w.e.f. 5th September 2016

NON INDEPENDENT DIRECTOR

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the

Company Mr. Rahul Tantia Director (Operations) retires by rotation and is eligiblefor re-appointment.

KEY MANAGERIAL PERSONNEL

Ms. P. Todi has been appointed as a Company Secretary of the Company w .e. f. 30th May2016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company has transferred H70242.00 (Rupees SeventyThousand Two Hundred and Forty Two only) to the Investor Education and Protection Fund(IEPF) relating to unpaid dividend of the financial year 2008-09.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment ofRemuneration of Managerial Personnel) Rules 2014 are attached as Annexure D.

In terms of section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said Rules are also provided in Annexure D forming apart of the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure E.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 have been disclosed in Note No. 13 and 14 of the notes tothe Financial Statements.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirement) Regulations 2015 theBoard has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

ENHANCING SHAREHOLDER VALUE

Your Company believes that its members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing productive assets and resources and nurturing the overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

RISK MANAGEMENT POLICY

A statement indicating the development and implementation of the Risk Management Policyof the Company identifying the elements of risks if any which in the opinion of theBoard may threaten the existence of the Company forms a part of the annual report.

CORPORATE GOVERNANCE REPORT

As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in India a separate section on Corporate Governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

Management Discussion and Analysis comprising an overview of the financial resultsoperations/performance and future prospects of the Company forms an integral part of thisReport.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in the future.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
Tantia Constructions Limited
I. P. Tantia
Date 30th May 2017 Chairman & Managing Director
Place: Kolkata DIN 00057004

Annexure E

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 20141

A. CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy Nil
(iii) the capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy Not applicable
(ii) the steps taken by the company for utilizing alternate sources of energy Not applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not applicable
a) the details of technology imported Not applicable
b) the year of import Not applicable
c) whether the technology has been fully absorbed Not applicable
d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not applicable
(iv) the expenditure incurred on Research and Development Not applicable

The expenditure incurred on Research and Development

Particulars 2016-17 2015-16
a. Capital The Company has not undertaken any activity relating to research and development during the year The Company has not undertaken any activity relating to research and development during the year under review.
b. Recurring (Gross)
c. Total
d. Total R & D expenditure as a percentage of under review total turnover (%)

C. FOREIGN ECHANGE EARNINGS AND OUTGO

(Rs. in lakhs)

Particulars 2016-17 2015-16
Foreign Exchange Earnings - -
Foreign Exchange Outgo - -