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Tantia Constructions Ltd.

BSE: 532738 Sector: Infrastructure
NSE: TANTIACONS ISIN Code: INE388G01018
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OPEN 19.30
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VOLUME 6750
52-Week high 25.05
52-Week low 14.55
P/E
Mkt Cap.(Rs cr) 55
Buy Price 18.70
Buy Qty 461.00
Sell Price 19.20
Sell Qty 100.00

Tantia Constructions Ltd. (TANTIACONS) - Director Report

Company director report

Dear shareholders

Your Directors have pleasure in presenting the 51st Annual Report togetherwith the Audited Statement of Accounts of Tantia Constructions Limited ("theCompany") for the year ended March 31 2016.

FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)
PARTICULARS STANDALONE
2015-16 2014-15
Revenue from operations (net) and other income 41060 53436
Profit/(loss) before interest depreciation & tax (EBITDA) 5089 5575
Finance charges 7197 9506
Depreciation 1221 2107
Profit before tax (PBT) (3329) (6038)
Provision for tax (293) 73
Profit after tax (PAT) (3036) (6111)
Balance brought forward from the previous year
Profit available for appropriations
Appropriations:
Interim equity dividend
Proposed final equity dividend
Tax on equity dividend
Previous year tax on equity dividend
General reserve 1415 1415
Surplus carried to the next year’s account

DIVIDEND

During the year under review with a view to conserve the resources for futuredevelopment of the Company your Directors do not recommended any dividend for the yearended March 31 2016.

SUMMARY OF OPERATIONS

During the year the net revenue from operations of your Company declined by 22.50%from Rs. 52330 lakhs to Rs. 40554 lakhs. For FY2016 your Company’sloss after tax stood at Rs. 3036 lakhs vis--vis loss after tax of Rs. 6111lakhs in the previous year. Your Company continues to be under Corporate DebtRestructuring Schemes.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 wasRs. 188230660/-.

During the year under review the Company has not issued shares with differentialvoting rights neither granted stock options nor issued sweat equity shares.

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 (March 31 2016) and date of the report (May30 2016).

INDUSTRY SCENARIO

Infrastructure sector is one of the key drivers of economic development in a developingcountry like India. In recent years India has consistently increased investment oninfrastructure from 5% of GDP in the 10th Five Year Plan period to 9% in the 11th FiveYear Plan. India needs Rs. 31 trillion (USD 454.83 billion) to be spent oninfrastructure development over the next five years with 70% of funds needed for powerroads and urban infrastructure segments.

However development in basic infrastructure is still relatively slower compared toother countries. The rapid growth of the Indian economy in recent years has placedincreasing stress on physical infrastructure i.e. electricity railways roads portsirrigation water supply and sanitation all of which already suffer from deficit in termsof capacities as well as efficiencies. The infrastructure sector is mainly affected due todelay in project awarding environmental clearance hurdles land acquisition issuesslower execution lack 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 of Rs. 70000 crores in investment ininfrastructure in 2015-16 over the previous year with a focus on railways and roads.Rising demand for infrastructure facilities given the rapid growth in urbanisationbulging middle-class and an increasing working-age population would warrant substantialincrease in infrastructure investments during 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 reduction in poverty.Increased investment in rural infrastructure will benefit the rural population throughhigher incomes rise in employment opportunities and lower cost of basic goods due toimprovement in transportation facilities. Nonetheless improvement in rural infrastructurewill need to 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 details of which aregiven 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 BOARD

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where 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 a part of this Annual Report.

Stakeholders’ Relationship Committee

The composition and terms of reference of the Stakeholders’ Relationship Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.

Finance Committee

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

Corporate Social Responsibility Committee

The composition and terms of reference of the Corporate Social Responsibility Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.

Corporate Social Responsibility (CSR) Policy

The CSR policy is uploaded on the Company’s website. Further the Report on CSRactivities/initiatives is enclosed as Annexure A.

FINANCE

Cash and cash equivalent as at March 31 2016 was Rs. 3391 lakhs. The Companycontinues to focus on the judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act’) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn (MGT-9) is Annexed as Annexure B.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy (VMP) to deal with instances of fraud andmismanagement if any. The details of the Vigil Mechanism Policy is explained in theCorporate Governance Report and also posted on the Company’s website www.tantiagroup.com?Investor’sCorner?Policies?Vigil Mechanism Policy.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act 2013 your Directors herebyconfirm:

a. That in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c. That proper and sufficient care has been taken 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. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

AUDITORS

Statutory Auditors

M/s. Konar Mustaphi & Associates (Firms’ Registration No: 314125E) CharteredAccountants Kolkata have been appointed as Statutory Auditors of the Company for aperiod of 5 (Five) years at the previous Annual General Meeting held on September 292015 subject to 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 4 (four) 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 isinvited to the observation made by the Auditors under "Emphasis of Matter"appearing in the Auditor’s Reports.

a) Para (vii) to the Annexure A to the Independent Auditors Report regarding delay inpayment of statutory dues outstanding for more than 6 months.

b) Note 42 to the Financial Statement in relation to excess payment of ManagerialRemuneration for the Financial Year 2013-14 for which the Management is in the process oftaking approval of the Central Government. During the financial year 2015-16 an amount of Rs.90 lakhs has been paid / provided as Remuneration to the Chairman and Managing Directorwhich exceeded the eligible limit by Rs. 30 lakhs for which necessary approvalfrom the shareholders is being obtained by the Company.

c) Note 8 to the Financial Statement regarding non-payment of short term loan fromVijaya Bank against which the Bank has issued notice under the SARFAESI ACT (2002) and hastaken symbolic possession of land mortgaged with them for the said loan.

Management Response to the emphasis on matters in Auditor’s Report

a) With respect to the Auditor’s observation made in para (vii) of the Annexure toAuditor’s Report your directors wish to inform that all necessary measures are beingmade for repayment of statutory liabilities with interest.

b) & c) As regards to emphasis of matter expressed by the Auditors in their Reportwith regards to Note nos 42 and 8 of Standalone Financial Statement attention is herebydrawn that Note nos 42 and 8 of Standalone Financial Statement are self- explanatory andtherefore not call for any further comments.

Further the report of the Statutory Auditors along with notes to Schedules is enclosedwith 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(FRN: 101591) to audit the cost accounts of the Company for the financial year 2015-2016on a remuneration of Rs. 85000/- per annum plus reimbursement of out of pocketexpenditure and applicable taxes. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a Resolution seeking Member’sratification for the remuneration payable to M/s S Chhaparia & Associates CostAuditors is included in the 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 M.R. & Associates (CP No: 2551) a firm of company secretaries inpractice to undertake the secretarial audit of the Company. The Report of the secretarialaudit is annexed herewith as "Annexure C".

The Company is pleased to inform that there were no qualification/ reservation/adverseremarks made by the secretarial auditor.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business and that ofprovisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosure inAOC-2 is not required. Further there are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The statement is supportedby a Certificate from the Managing Director and the CFO.

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.

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’sCorner/Policies/RelatedParty Transaction Policy.

SUBSIDIARY COMPANIES

During the year under review your Company is having 4 (four) subsidiary companiesnamely - Tantia Infrastructure Private Limited Tantia Batala-Beas Tollway PrivateLimited Tantia Sanjauliparkings Private Limited and Tantia Raxaultollway Private Limitedout of which the first 3 (three) are wholly-owned subsidiaries of the Company. Thestatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint venture is enclosed in Annexure ‘D’ in Form AOC-1.Further as per Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of each of the subsidiaries are available on our website atwww.tantiagroup.com/Investor’sCorner/AnnualReport.

Further a brief business overview of each of the subsidiaries and associates is givenhereunder:-

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

Tantia Batala-Beas Tollway Private Limited - The Company is in the process toenhance its resources technology and manpower to strengthen its future capabilities bythe development and operations and maintenance of Batala-Mehta-Beas Road (MDR-66) ondesign build finance 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 a Public Private Partnership (PPP) format.

Tantia Raxaultollway Private Limited - The Company is a special purpose vehicle(SPV) incorporated specifically to execute the project received from the National HighwaysAuthority of India (NHAI) for two-laning of the Piprakothi-Raxaul section of NH-28A (fromkm 0.600 to km 62.064) and construction of two-lane road from km 62.064 to ICP Raxaul(7.33 km length) in the state of Bihar under NHDP Phase-III on design build financeoperate and transfer on BOT (toll) basis. The Company has already started the execution ofthe aforesaid 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 a part of this Annual Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for the selection and appointment of directors senior management andtheir remuneration. The nomination and remuneration policy is uploaded on theCompany’s website. The brief of the policy adopted by the Company is as follows:

The Company’s policy on director’s appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector is enclosed in

Annexure ‘E’.

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 systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of the internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT OF DIRECTORS:

During the year under review no person was appointed as a Director of the Company.

However Mr. I. P. Tantia Chairman & Managing Director and Mr. R. Tantia Director(Operations) were re-appointed for a period of 3 (three) years and Mr. B. L. AjitsariaDirector (Business Development) for a period of 1 (one) year w.e.f April 1 2016.

At the previous Annual General Meeting held on September 29 2015 the Members had alsoappointed the existing Independent Director Mr. Sandeep Kumar Saraogi as IndependentDirector under the Act for a period of 5 years with effect from September 29 2015 tillMarch 31 2020.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. T. Chaturvedi Mr. S. Khemani Mr. B.L. Tulsian Mr. S.K. Saraogi and Mrs. M.Chatterjee are Independent Non-Executive Directors on the Board of your Company. TheCompany has received declarations pursuant to Section 149(7) from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under subsection (6) of Section 149 of the Companies Act 2013.

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. I.P. Tantia and Mr. B.L.Ajitsaria retire by rotation and are eligible for re-appointment.

KEY MANAGERIAL PERSONNEL

Ms N. Bajoria ceased to be Company Secretary of the Company w.e.f. March 31 2016.

Ms P. Todi has been appointed as a Company Secretary of the Company w.e.f. May 302016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company has transferred Rs. 59332.50/-(Rupees Fifty Nine Thousand Three Hundred and Thirty Two Paise Fifty only) to the InvestorEducation and Protection Fund (IEPF) relating to unpaid dividend of the financial year2007-08.

DEPOSITS

The Company did not accept any deposit from the public during the Financial Year endedMarch 31 2016 as per Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

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 "AnnexureF".

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 the employees drawing remuneration inexcess of the limits set out in the said Rules are also provided in "AnnexureF" forming a part 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 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureG".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note No. 13 and 14 of the notes to theFinancial 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 the productive asset and resource base and nurturing the overallcorporate reputation. Your Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impact the socioeconomicand environmental dimensions and contribute to sustainable growth and development.

RISK MANAGEMENT POLICY

A statement which indicates the development and implementation of the risk managementpolicy of the Company identifying the elements of risks if any which in the opinion ofthe Board may threaten the existence of the Company forms the part of the annual report.

CORPORATE GOVERNANCE REPORT

As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and erstwhile Clause 49 of the Listing Agreement withStock Exchanges in India a separate section on Corporate Governance practices followed bythe Company together with a certificate from the Company’s Auditors confirmingcompliance forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis comprising an overview of the financial resultsoperations / performance and the future prospects of the Company forms an integral partof this report.

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 thefuture.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for their 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 and 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
Place: Kolkata I.P. Tantia
Date: May 31 2016 Chairman & Managing Director

CORPORATE SOCIAL RESPONSIBILITY (CSR)

ANNEXURE - A

Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-secon (3) of Secon 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the Company’s CSR policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRpolicy and projects or programs:

The brief outline of company’s policies is as follows:

1.1.1. The main objec ve of the Policy is to establish the basic principles and thegeneral framework of ac on for management to undertake and fulfil its corporate socialresponsibility.

1.1.2. In alignment with the vision of the Company the Company through its CSR ini aves will create value in the society and in the community in which it operates throughits services conduct and ini a ves so as to promote sustained growth for the society andcommunity as a whole.

1.1.3. Corporate Social Responsibility is a form of corporate self regula on integratedinto a business model. Therefore the Policy will func on as a built-in self regula ngmechanism whereby the business will monitor and ensure its ac ve compliance with thespirit of law ethical standards and interna onal norms.

The CSR Policy has been uploaded on the website of the Company: www.tanagroup.com ?Investor’s Corner?Policies?CSR Policy

2. The Composi on of the CSR Commi ee: The Commi ee consists of 3 (three)directors 2 (two) Independent Non- Executive Directors and 1 (one) whole me director ofthe company.

Mrs. Madhuchanda Cha erjee Chairman Independent Non – Executive Director
Mr. Bajrang Lal Tulsian Member Independent Non – Executive Director
Mr. Sandip Bose Member Executive Director

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

Particulars Amount
(Rs. in Lakhs)
Net Profit before Tax as per Financial Year 2014-15 (6038.00)
Net Profit before Tax as per Financial Year 2013-14 212.00
Net Profit before Tax as per Financial Year 2012-13 1245.00
Total (A) (4581.00)
Average of Annual Net Profit of the preceding three financial Years {B= A/3} (1527.00)

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):Prescribed CSR Expenditures for the Financial Year 2015-16: Not Applicable

5. Details of CSR spent during the financial year: N.A.

6. Our CSR Responsibili es: We hereby a rm that the CSR Policy as approvedby the Board has been implemented and the CSR Commi ee monitors the implementa on of CSRProjects and ac vi es in compliance with our CSR objec ves.

ANNEXURE - C

Form No. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to Secon 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneraon of Managerial Personnel) Rules 2014]

To

The Members

TANTIA CONSTRUCTIONS LIMITED 25/ 27 N S ROAD

Kolkata 700001 West Bengal

1. We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate prac ces by TANTIA CONSTRUCTIONS LIMITED(hereina er called the company). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evalua ng the corporate conducts/statutory compliances andexpressing our opinion thereon.

2. Based on our verification of the Company books papers minute books forms andreturns fi led and other records maintained by the company and also the informationprovided by the Company its Officers agents and authorized representa ves during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the fi nancial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the repor ng made hereina er.

3. We have examined the books papers minute books forms and returns fi led and otherrecords maintained by the Company for the fi nancial year ended on 31st March 2016according to the provisions of:

i) The Companies Act 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regula on) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii) The Depositories Act 1996 and the Regula ons and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the rules and regula ons made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings (Not Applicable to the Company during the Audit Period);

v) The following Regula ons and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substan al Acquisi on of Shares andTakeovers) Regula ons 2011;

(b) The Securities and Exchange Board of India (Prohibi on of Insider Trading) Regulaons 1992 and Securities and Exchange Board of India (Prohibi on of Insider Trading)Regula ons 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regula ons 2009 (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Lis ng Obligations And DisclosureRequirements) Regula ons 2015 and other applicable regula ons/guidelines/circulars as maybe issued by SEBI from me to me to the extent applicable.

I further report that there were no ac ons/events in pursuance of;

(e) The Securities and Exchange Board of India (Share Based Employee Benefi ts) Regulaons 2014 as applicable (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Issue and Lis ng of Debt Securities)Regula ons 2008 (Not Applicable to the Company during the Audit Period);

(g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regula ons 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delis ng of Equity Shares) Regula ons2009 (Not Applicable to the Company during the Audit Period);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regula ons 1998(Not Applicable to the Company during the Audit Period);

We further report that having regard to the compliance system prevailing in the Companyand on examina on of the relevant documents and records in pursuance thereof the Companyhas complied with the following laws applicable specifi cally to the Company:

(a) Building and Other Construc on Workers (Regula on of Employment and Condi on ofServices) Act 1996

(b) West Bengal Shops & Establishment Act 1963.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 and 2 issued by The Ins tute of Company Secretaries ofIndia e ec ve from 1st July 2015.

(ii) The Lis ng Agreements entered into by the Company with The Na onal Stock ExchangeLimited and BSE Ltd. (Bombay Stock Exchange).

During the period under review the Company has complied with the provisions of theAct Rules Regula ons Guidelines Standards etc. men oned above subject to thefollowing observa ons:

a. MGT-14 for Appointment of Internal Auditor and Secretarial Auditor has not been filed in pursuance of the provisions of Sec on 179 of the Companies Act 2013.

b. The Company has a case fi led under sec on 314 of Companies Act 1956 with a Court(compounding under Sec on 621).

c. The Company will comply with the provision of Clause 49(V) (A) of Lis ng Agreementrela ng to appointment of at least one Independent Director in its material non-listedsubsidiary Company.

d. As per Reg.14 of SEBI (LODR) 2015 the company is in due of payment of fees orcharges to recognized stock exchange for the year ended 31.03.2016.

We further report that

The Board of Directors of the Company is duly cons tuted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposi on of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate no ce is given to all directors to schedule the Board Mee ngs agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifi ca ons on the agenda items beforethe mee ng and for meaningful par cipa on at the mee ng.

All decisions at Board Mee ngs and Commi ee Mee ngs were carried out unanimously asrecorded in the minutes of the mee ngs of the Board of Directors or Commi ees of theBoard as the case may be.

We further report that there are adequate systems and processes in the companycommensurate with the size and Operations of the company to monitor and ensure compliancewith applicable laws rules regula ons and guidelines.

This Report is to be read with our le er of even date which is annexed "AnnexureA" and forms an Integral Part of this Report.

For M R & Associates
Company Secretaries
[M R Goenka]
Partner
Place : Kolkata FCS No.:4515
Date : 30.05.2016 C P No.:2551

"ANNEXURE – A"

(TO THE SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016)

To

The Members

TANTIA CONSTRUCTIONS LIMITED

25/ 27 N S ROAD Kolkata 700001 West Bengal

Our report of even date is to be read along with this le er.

1. Maintenance of Secretarial Records is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the Audit prac ces and processes as where appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are refl ected inSecretarial Records. We believe that the processes and prac ces we followed provide areasonable basis for our opinion.

3. We have not verifi ed the correctness and appropriateness of fi nancial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management Representa on about thecompliance of laws rules and regula ons and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregula ons and standards are the responsibili es of the management. Our examina on waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the e cacy or e ec veness with which the management has conducted the aairs of the Company.

For M R & Associates
Company Secretaries
[M R Goenka]
Partner
Place : Kolkata FCS No.:4515
Date : 30.05.2016 C P No.:2551

ANNEXURE D

Form AOC 1

(Pursuant to rst proviso to sub-secon (3) of Secon 129 read with Rule 5 of Companies(Accounts) Rules 2014)

Statement containing salient features of financial statement of Subsidiaries/Associatecompanies/Joint Ventures

Part A:"Subsidiaries"

Name of the subsidiary Tan a Sanjauliparkings Private Limited Tan a Infrastructure Private Limited Tan a Raxaultollway Private Limited Tan a Batala- Beas Tollway Private Limited
Repor ng period for the subsidiary concerned if di erent from holding company’s repor ng period 31/03/2016 31/03/2016 31/03/2016 31/03/2016
Repor tig currency and Exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries (Rs.) (Rs.) (Rs.) (Rs. )
Share Capital 17490000 40370400 38163000 100000
Reserves & Surplus 67409820 705397955 1893463716 -
Total Assets 347883451 920704 517 4116040278 847605
Total Liabili es 347883451 920704517 4116040278 847605
Investments - 762918000 - -
Turnover - 36000000 141904547 -
Profit before taxation - (4694219) (2596097) -
Provision for taxation - 6846747 - -
Profit a er taxation - (11540966) - -
Proposed Dividend - - - -
% of shareholding 100% in Equity Share Capital of the Company 83.18% in Preference Share Capital of the Company 100% in both Equity & Preference Share Capital of the Company 25.94% in Equity Share Capital of the Company 100% in Equity Share Capital of the Company

ANNEXURE-D

Part "B": Associates and Joint Ventures

Statement pursuant to Sec on 129(3) of the Companies Act2013 related to AssociateCompanies and Joint Ventures

Name of Associates/Joint Ventures RBM-TANTIA (JV) JMC-TANTIA (JV) TANTIA-DBC (JV) TANTIA-SIMPLEX (JV)
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares.
No. NA NA NA NA
Amount of Investment in Associates/Joint Venture (In Lacs) 101 7 3 -
Extent of Holding % 99.99% 50% 75% 88.43%
3. Descrip on how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture

4. Reason why the associate/joint venture is not consolidated

Not Consolidated the interest in the Entity was acquired and held exclusively with a view to its subsequent disposal in the near future. Hence the same was not considered for Consolida on purpose. Consolidated Consolidated Consolidated
5. Net worth a ribute to Shareholding as per latest audited Balance Sheet (In Lacs) - 5.10 2.55 0.04
6. Profit/Loss for the year (In Lacs) - (0.03) - (0.03)
Considered in Consolida on - (0.02) - (0.03)
Not considered in consolida on - (0.01) - 0

 

Name of Associates/Joint Ventures TANTIA- BSBK (JV) IVRCL-TANTIA (JV) TANTIA-FREYSSINET GILCON (JV) TANTIA-TBL (JV)
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares.
No. NA NA NA NA
Amount of Investment in Associates/Joint Venture (In Lacs) - 2 8 24
Extent of Holding % 50% 50% 50% 50%
3. Descrip on how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture
4. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated Consolidated
5. Net worth a ribute to Shareholding as per latest audited Balance Sheet (In Lacs) 0.07 1.98 10.36 12
6. Profit/Loss for the year (In Lacs) - (0.37) (0.03) (0.03)
Considered in Consolida on - (0.18) (0.01) (0.01)
Not considered in consolida on - (0.19) (0.02) (0.02)

 

Name of Associates/Joint Ventures TANTIA-SPML (JV) TANTIA- GONDWANA (JV) TANTIA-CCIL (JV) TANTIA-SEC (JV)
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares.
No. NA NA NA NA
Amount of Investment in Associates/Joint Venture (In Lacs) 3 27 1 33
Extent of Holding% 50% 99.80% 74% 52%
3. Descrip on how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture
4. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated Consolidated
5. Net worth a ribute to Shareholding as per latest audited Balance Sheet (In Lacs) 1.49 26.86 0.54 314.50
6. Profit/Loss for the year (In Lacs) - 0.20 - 18.18
Considered in Consolida on - 0.20 - 9.65
Not considered in consolida on - 0 - 8.53

 

Name of Associates/Joint Ventures TANTIA-YSCC (JV) TANTIA-TUNDI (JV) TANTIA-PREMCO (JV) TANTIA-MPPL (WILO) (JV) TANTIA-NMTPL (JV)
1. Latest audited Balance Sheet Date 31/03/2016 30/06/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares.
No. NA NA NA NA NA
Amount of Investment in Associates/Joint Venture (In Lacs) - - 3 2 33
Extent of Holding % 51% 50% 51% 95% 99.20%
3. Descrip on how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture
4. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated Consolidated Consolidated
5. Net worth a ribute to Shareholding as per latest audited Balance Sheet (In Lacs) - - 32.16 2.34 33.22
6. Profit/Loss for the year (In Lacs) - - 1.04 - -
Considered in Consolida on - - 0.53 - -
Not considered in consolida on - - 0.51 - -

 

Name of Associates/Joint Ventures TANTIA-NAYAK (JV) TANTIA-SOMA(JV) TANTIA-OTBL (JV) TANTIA-EDCL (JV)
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares. Our Company’s joint venture is not in form of company thus it does not have any kind of shares.
No. NA NA NA NA
Amount of Investment in Associates/Joint Venture (In Lacs) - - - -
Extent of Holding % 51% 50% 50% 51%
3. Descrip on how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture
4. Reason why the associate/joint venture is not consolidated Consolidated Consolidated Consolidated Consolidated
5. Net worth a ribute to Shareholding as per latest audited Balance Sheet (In Lacs) - 13.26 2.34 33.22
6. Profit/Loss for the year (In Lacs) - (0.04) - -
Considered in Consolida on - (0.02) - -
Not considered in consolida on - (0.02) - -

ANNEXURE - E

REMUNERATION POLICY OF TANTIA CONSTRUCTIONS LIMITED

FOR THE BOARD OF DIRECTORS

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

PREAMBLE a. The remuneration policy provides a framework for remuneration paid tothe members of the Board of Directors ("Board") Key Managerial Personnel("KMP") and the Senior Management Personnel ("SMP") of the Company(collectively referred to as "Executives") along with their relatives.The expression ‘‘senior management’’ means personnel of the Companywho are members of its core management team excluding Board of Directors comprising allmembers of management one level below the executive directors including the functionalheads. b. The policy will be reviewed every year by the NOMINATION AND REMUNERATIONCOMMITTEE of the Board of Directors.

1. AIMS & OBJECTIVES

The aims and objectives of this remuneration policy may be summarized as follows: a.The remuneration policy aims to enable the Company to attract retain and motivate highlyqualified members for the Board and other executive levels. b. The remuneration policyseeks to enable the Company to provide a well-balanced and performance-relatedcompensation package taking into account shareholders’ interests industry standardsand relevant Indian corporate regulations. c. The remuneration policy will ensure that theinterests of Board members and senior executives are aligned with the business strategyand risk tolerance objectives values and long-term interests of the Company and will beconsistent with the "pay-for-performance" principle. d. The remuneration policywill ensure that remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals. e.Remuneration of employees largely consists of basic remuneration perquisites allowancesand performance incentives. The components of remuneration vary for different employeegrades and are governed by industry patterns qualifications and experience of theemployee responsibilities handled by him his individual performances etc. The annualvariable pay of senior managers is linked to the Company’s performance in general andtheir individual performance for the relevant year is measured against specific majorperformance areas which are closely aligned to the Company’s objectives.

f. Based on the recommendations of the Committee remuneration by way of commission tothe Non-Executive Directors is to be decided by the Board of Directors and distributed tothem based on their participation and contribution at Board/certain Committee meetings aswell as time spent on matters other than at meetings.

g. The Company does not have a stock option scheme for its Executive Directors KMP andemployees.

h. The policy shall be disclosed in the Board’s Report.

2. COMMENCEMENT

This remuneration policy governs policy relating to directors’ appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section 178commenced on or after 1st April 2014.

3. PRINCIPLES OF REMUNERATION

The objective of the remuneration policy is to enable the Company to attract motivateand retain qualified industry professionals for the Board of Management and otherexecutive levels in order to achieve the Company’s strategic goals. The remunerationpolicy acknowledges the internal and external context as well as the business needs andlong-term strategy. The policy is designed to encourage behaviour that is focused onlong-term value creation while adopting the highest standards of good corporategovernance. The policy is built on the following principles:

i. Vision and strategy - Remuneration and reward frameworks and decisions shallbe developed in a manner that is consistent with supports and reinforces the achievementof the Company’s vision and strategy.

ii. Transparent – The policy and its execution are clear and practical.

iii. Aligned within the Company’s objectives – The remuneration policyis aligned with the Company’s short-term and long-term objectives compatible withthose of management and other employees.

iv. Long-term orientated – The incentives focus on long-term valuecreation.

v. Compliant – The Company adopts the highest standards of good corporategovernance.

vi. Simple – The policy and its execution are as simple as possible andeasily understandable to all stakeholders.

vii. Internal equity - The Company shall remunerate the board members KMP andsenior management in terms of their roles within the organisation. Positions shall beformally evaluated to determine their relative weight in relation to other positionswithin the Company.

viii. External equity - The Company strives to pay an equitable remunerationcapable of attracting and retaining high quality personnel. Therefore the Company willremain logically mindful of the ongoing need to attract and retain high quality peopleand the influence of external remuneration pressures. Reference to external market normswill be made using appropriate market sources including relevant and comparative surveydata as determined to have meaning to the Company’s remuneration practices at thattime.

ix. Flexibility - Remuneration and reward offerings shall be sufficientlyflexible to meet both the needs of individuals and those of the Company whilst complyingwith relevant tax and other legislations.

x. Performance-driven remuneration - The Company shall entrench a culture ofperformance-driven remuneration through the implementation of the Performance IncentiveSystem.

xi. Affordability and sustainability - The Company shall ensure thatremuneration is affordable on a sustainable basis.

4. DEFINITIONS

a. "Board of Directors" or "Board" in relation to aCompany means the collective body of the directors of the Company;

b. "Chief Executive Officer" means an officer of a Company who hasbeen designated as such by it;

c. "Company Secretary" or "Secretary" means a companysecretary as defined in clause (c) of subsection (1) of section 2 of the CompanySecretaries Act 1980 who is appointed by a Company to perform the functions of a companysecretary under this Act;

d. "Chief Financial Officer" means a person appointed as the ChiefFinancial Officer of a Company;

e. "Director" means a director appointed to the Board of a Company;

f. ‘‘Senior Management’’ means personnel of the Company whoare members of its core management team excluding Board of Directors comprising allmembers of management one level below the executive directors including the functionalheads;

g. "Key Managerial Personnel" in relation to a Company means—

i. the chief executive officer or the managing director or the manager;

i. the whole-time director;

ii. the company secretary; and iii. the chief financial officer; or

iv. such other officer as may be prescribed

h. "Manager" means an individual who subject to the superintendencecontrol and direction of the Board of Directors has the management of the whole orsubstantially the whole of the affairs of a Company and includes a director or any otherperson occupying the position of a manager by whatever name called whether under acontract of service or not;

i. "Managing Director" means a director who by virtue of the articlesof a Company or an agreement with the Company or a resolution passed in its generalmeeting or by its Board of Directors is entrusted with substantial powers of managementof the affairs of the Company and includes a director occupying the position of managingdirector by whatever name called.

Explanation—For the purposes of this clause the power to do administrative actsof a routine nature when so authorised by the Board such as the power to affix the commonseal of the Company to any document or to draw and endorse any cheque on the account ofthe Company in any bank or to draw and endorse any negotiable instrument or to sign anycertificate of share or to direct registration of transfer of any share shall not bedeemed to be included within the substantial powers of management.

j. "Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

k. "Whole-Time Director" includes a director in the whole-timeemployment of the Company

5. NOMINATION AND REMUNERATION COMMITTEE

The Members of the Nomination and Remuneration Committee shall be appointed by theBoard and shall comprise three or more non-executive directors out of which not less thanone-half shall be independent directors.

a. Composition - The Members of the Nomination and Remuneration Committee shallbe appointed by the Board and shall comprise of three or more non-executive directors outof which not less than one-half shall be independent directors.

b. Responsibility & duties - The responsibility and duties of Nomination andRemuneration Committee are as follows:

i. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down in this policy recommendto the Board their appointment and removal and carry out evaluation of everydirector’s performance.

ii. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

iii. Formulating framework and/or policy for remuneration terms of employment and anychanges including service contracts remuneration policy for and scope of pensionarrangements etc for executives and reviewing it on a periodic basis.

iv. Formulating terms for cessation of employment and ensure that any payments made arefair to the individual and the Company that failure is not rewarded and that the duty tomitigate loss is fully recognized.

v. Formulating the policy to ensure that:

- The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully.

- Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

- Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

c. The Committee shall:

i. Review the ongoing appropriateness and relevance of the remuneration policy;

ii. Ensure that all provisions regarding disclosure of remuneration includingpensions are fulfilled;

iii. Obtain reliable up-to-date information about remuneration in other companies;

iv. Ensure that no director or executive is involved in any decisions as to their ownremuneration.

d. The Committee shall:

i. Recommend the Board size and composition including the proportion of promoter vs.independent directors.

ii. Recommending budget for Board-related expenses.

iii. Recommending to the Board of Directors regarding the remuneration payable torelative of director(s) and evaluation of the same from time to time.

iv. Conduct annual review of the Committee’s performance and effectiveness at theBoard level.

v. Remuneration package of the following:

vi. Employee Stock Option Plan - approve subscription and allotment of shares toeligible employees under the shareholder approved Employee Stock Option Plan.

vii. Contracting professional help to advise the Nominating Committee on mattersrelating to the terms of reference of the committee requiring independent input fromoutside experts.

viii. Recommend and review succession plans for the Managing Director/Chairman.

ix. Review and approve succession plans for the senior management (all the directreportees to the Managing Director).

x. Powers as may be delegated by the Board of Directors from time to time subject tothe provisions of the Memorandum and Articles of Association of the Company and CompaniesAct 2013.

xi. Evolve policy for authorizing expenses of Chairman & Managing Director.

xii. Review the ongoing appropriateness and relevance of the remuneration policy.

xiii. Ensure that all provisions regarding disclosure of remuneration includingpensions are fulfilled.

xiv. Obtain reliable up-to-date information about remuneration in other/peercompanies.

xv. Ensure that no director or executive is involved in any decisions as to their ownremuneration.

e. Without prejudice to the generality of the terms of reference to the RemunerationCommittee set out above the Remuneration Committee shall:

i. Operate the Company’s share option schemes (if any) or other incentives schemes(if any) as they apply to. It shall recommend to the Board the total aggregate amount ofany grants to employees (with the specific grants to individuals to be at the discretionof the Board) and make amendments to the terms of such schemes (subject to the provisionsof the schemes relating to amendment);

ii. Liaise with the trustee/custodian of any employee share scheme which is created bythe Company for the benefit of employees or Directors; and

iii. Review the terms of executive directors’ service contracts from time to time.

6. SELECTION AND APPOINTMENT OF THE BOARD MEMBERS

The Committee along with the Board reviews on an annual basis appropriate skillscharacteristics and experience required of the Board as a whole and its individualmembers. The Board Members should be qualified independent and have positive attributes.Directors will be sought who possess the highest personal and professional ethicsintegrity values and experience expertise and diversity that will best complement Boardeffectiveness at the time. They should take the decision in such manner which is notprejudicial in the interest of the stakeholders of the Company. Directors take thenecessary steps in carrying out their duties and responsibilities effectively. They musthave the aptitude to critically evaluate the management’s working as part of a teamin an environment of collegiality and trust.

In the evaluation of Board Members the Nomination Committee will have regard tonormally accepted nomination criteria including:

(a) Honesty and integrity;

(b) The ability to exercise sound business judgment;

(c) Appropriate experience and professional qualifications;

(d) Absence of conflicts of interest or other legal impediments to serving on theBoard;

(e) Willingness to devote the required time; and

(f) Availability to attend Board and Committee meetings.

7. SELECTION OF BOARD MEMBERS/EXTENDING INVITATION TO A POTENTIAL DIRECTOR TOJOIN THE BOARD

Nomination and Remuneration Committee periodically evaluate the Board’sperformance ascertain their availability and make suitable recommendations to the Board.The Committee identifies suitable candidates in the event of a vacancy being created onthe Board on account of retirement resignation or demise of an existing Board member.Based on the recommendations of the Committee the Board evaluates the candidate(s) anddecides on the selection of the appropriate member.

The Board then makes an invitation (verbal/written) to the new member to join the Boardas a Director. On acceptance of the same the new Director is appointed by the Board.

8. PROCEDURE FOR SELECTION AND APPOINTMENT OF EXECUTIVES OTHER THAN BOARDMEMBERS

a. The Committee shall actively liaise with the relevant departments of the Company tostudy the requirement for management personnel and produce a written document thereon;

b. The Committee may conduct a wide-ranging search for candidates for the positions ofKMP and SMP within the Company within enterprises controlled by the Company or withinenterprises in which the

Company holds equity and on the human resources market;

c. The professional academic qualifications professional titles detailed workexperience and all concurrently held positions of the initial candidates shall be compiledas a written document;

d. A meeting of the Committee shall be convened and the qualifications of the initialcandidates shall be examined on the basis of the conditions for appointment of KMP andSMP;

e. Before the selection of KMP or SMP the recommendations of and relevant informationon the relevant candidate(s) shall be submitted to the Board of Directors;

f. The Committee shall carry out other follow-up tasks based on the decisions of andfeedback from the Board of Directors.

9. COMPENSATION STRUCTURE

Compensation structure/policy (fixed/variable/incentive schemes for KMP & SMP/IDsitting fees/WTD/MD packages including all its components - basic salary HRA conveyanceallowance commission if any as per the Rules of the Company.

10. INDEPENDENT DIRECTOR

a. Fees in respect of Independent Directors may be such as may be prescribed.

b. He shall not be entitled to any stock option and may receive remuneration by way offees provided under sub-section (5) of Section 197 of the Companies Act 2013reimbursement of expenses for participation in the Board and other meetings and profitrelated commission as may be approved by the members.

11. ROLE OF INDEPENDENT DIRECTORS

a. The Committee shall in consultation with the Independent Directors of the Companyprepare and submit this policy to the Board for its approval.

b. The Independent Directors shall have the power and authority to determineappropriate levels of remuneration of executive directors key managerial personnel andsenior management and have a prime role in appointing and where necessary recommendremoval of executive directors key managerial personnel and senior management.

c. The Independent Directors shall submit its recommendations/proposals/decisions tothe

Committee which the Committee shall consult and take to the Board of Directors.

12. RETIREMENT POLICY FOR DIRECTORS

The Company has adopted the guidelines for retirement age wherein Managing andExecutive Directors retire at the age of 65 years. Any Executive Director who is retainedon the Company’s Board beyond the age of 65 years as executive director for specialreasons may continue as a director at the discretion of the Board but in no case beyondthe age of 70 years. The retirement age for independent directors is 80 years. The Companyhas also adopted a policy for offering special retirement benefits including pensionex-gratia and medical to Managing and Executive Directors which has also been approved bythe Members of the Company. In addition to the above the retiring managing director isentitled to residential accommodation or compensation in lieu of accommodation onretirement. The quantum and payment of the said benefits are subject to an eligibilitycriteria of the retiring director and is payable at the discretion of the Board in eachindividual case on the recommendation of the Remuneration Committee.

13. DISCLOSURES IN BOARD’S REPORT

a. Every listed Company shall disclose in the Board’s Report the ratio of theremuneration of each director to the median employee’s remuneration and such otherdetails as may be prescribed.

b. Following disclosures shall be mentioned in the Board of Directors’ reportunder the heading "Corporate Governance" if any attached to the FinancialStatements:-

i. All elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;

ii. Details of fixed components and performance-linked incentives along with theperformance criteria;

iii. Services contracts notice period and severance fees;

iv. Stock option details if any and whether the same has been at a discount as wellas the period over which accrued and over which exercisable.

14. APPROVAL AND PUBLICATION

a. This remuneration policy as framed by the Committee shall be recommended to theBoard of Directors for its approval.

This policy shall be hosted on the Company’s website www.tantiagroup.com.

b. The policy shall form a part of Director’s Report to be issued by the Board ofDirectors in terms of Companies Act 2013.

15. SUPPLEMENTARY PROVISIONS

a. This policy shall formally be implemented from the date on which they are adoptedpursuant to a resolution of the Board of Directors.

b. Any matters not provided for in this policy shall be handled in accordance withrelevant state laws and regulations and the Company’s Articles of Association. Ifthis policy conflict with any laws or regulations subsequently promulgated by the state orwith the Company’s Articles of Association as amended pursuant to lawful procedurethe relevant state laws and regulations and the Company’s Articles of Associationshall prevail and this policy shall be amended in a timely manner and submitted to theBoard of Directors for review and adoption.

The right to interpret this policy vests in the Board of Directors of the Company.

ANNEXURE - F

a) Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1)of Chapter XIII Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year -

Name of Directors & Key Managerial Personnel Designation Ratio of remuneration to the median remuneration of all employees Increase in remuneration over the last year
Mr. I.P. Tantia Chairman & Managing Director 48.93:1 -
Mr. B.L. Ajitsaria Whole Time Director 26.10:1 -
Mr. R. Tantia Whole Time Director 26.10:1 -
Mr. M.L. Agarwala Whole Time Director 16.31:1 133.33%
Mr. S. Bose Whole Time Director 13.87:1 166.67%
Mr. T. Chaturvedi Independent Non-Executive Director 0.19:1 (61.11)%
Mr. B.L. Tulsian Independent Non-Executive Director 0.46:1 13.33%
Mr. S.K. Saraogi Independent Non-Executive Director 0.24:1 45%
Mr. S. Khemani Independent Non-Executive Director 0.54:1 17.65%
Mrs. M .Chatterjee Independent Non-Executive Director 0.14:1 (58.33)%
Ms. Rohini Sureka Independent Non-Executive Director 8.16:1 -
Ms. Neha Bajoria* Company Secretary 2.48:1 -

* Ms. Neha Bajoria ceased to be Company Secretary and Compliance Officer of the Companyw.e.f. March 31 2016.

** The increase or decrease in remuneration is according to the number of meetingsattended by each director and sitting fees paid accordingly.

The percentage increase in remuneration of each Director CFO CEO Company Secretaryor Manager if any – There was no increase in remuneration of any of theDirectors CFO and Company Secretary of the Company except Mr. M.L. Agarwala and Mr. S.Bose whose remuneration increased with effect from January 1 2016 from Rs.200000/- p.m. to Rs. 400000/- p.m. and Rs. 150000/- p.m. to Rs.400000/- p.m. respectively pursuant to approval of shareholders resolution by way ofpostal ballot results dated March 28 2016.

ii) The percentage increase in median remuneration of the employees in the financialyear - There was an increase in the median remuneration of all the employees to 7.51%during the year.

iii) The number of permanent employees on the rolls of the Company - The number ofemployees as on 31st March 2016 was 382.

iv) The explanation on the relationship between the average increase in remunerationand the Company’s performance - There was an average decrease in remuneration ofall the employees to 12.68% during the year.

Compared to the previous year 2014-15 the figures of the current year 2015-16reflect that:

a. Gross turnover PBT and EPS have reduced by 23.08% 44.87% and 50.32% respectively.

v) Key parameters for any variable component of remuneration availed by the directors -The directors are not in receipt of any variable component of remuneration.

vi) The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year - No employee’s remuneration for the year 2015-16 exceeded theremuneration of any of the directors.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company- The remuneration of the Directors Key Managerial Personnel and other employees isin accordance with the Remuneration Policy of the Company provided as annexed to the"Director’s Report" which forms a part of the Report and Accounts.

b) Information as per Rule 5(2) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

None of the Employees other than Mr. Ishwari Prasad Tantia Chairman and ManagingDirector of the Company employed for the whole year or part of the year was receivingremuneration not less than sixty lakh rupees per year and not less than five lakh rupeesper month respectively.

Name Age Designation Gross remuneration (per annum) Net remuneration (per annum) Qualifications Experience (years) Date of commencement of employment Previous employment/ position held
Mr. I. P. Tantia 65 years Chairman & Managing Director Rs. 9000000/- Rs. 5442749/- B E (Civil) 41 years 1st April 1991 Nil

ANNEXURE - G

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 2014]

A. CONSERVATION OF ENERGY

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

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption Not applicable
(ii) The benefits derived like product improvement cost reduction product development or import substitution 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 2015-16 2014-15
a. Capital The Company has not undertaken any activity relating to research and development during the year under review. 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 the total turnover (%)

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)

Particulars 2015-16 2014-15
Foreign exchange earnings - 38
Foreign exchange outgo - -