Your Directors have pleasure in presenting their 32nd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
1. Financial Result:
The Board's Report shall be prepared based on the stand alone and consolidatedfinancial statements of the company.
|Particulars || |
| ||2017 ||2016 ||2017 ||2016 |
|Revenue from Operations ||6026.82 ||5298.01 ||7940.39 ||9121.57 |
|Other Income ||86.95 ||135.07 ||76.03 ||86.73 |
|Total Income ||6113.77 ||5433.07 ||8016.42 ||9208.29 |
|Less: Expenses ||6092.51 ||6002.03 ||7995.16 ||9787.88 |
|Profit / Loss before tax and Extraordinary / exceptional items ||21.26 ||(568.95) ||21.26 ||(579.58) |
|Less: Extraordinary / exceptional items ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit before tax ||21.26 ||(568.95) ||21.26 ||(579.58) |
|Less: Current Income Tax ||0.00 ||0.00 ||0.00 ||0.00 |
|Less: Previous year adjustment of Income Tax ||(30.11) ||(557.77) ||(30.11) ||(557.77) |
|Less Deferred Tax ||47.92 ||(92.85) ||47.92 ||(92.85) |
|Net Profit after Tax ||3.45 ||81.67 ||3.45 ||71.04 |
|Earnings per share (Basic) ||0.03 ||0.75 ||0.03 ||0.65 |
|Earnings per Share(Diluted) ||0.03 ||0.75 ||0.03 ||0.65 |
2. Performance of the company:
The profit (after tax) during the year ending 31st March 2017 on Standalone basis was `3.45 lakh against Profit of` 81.67 lakh for the previous year ended 31st March 2016.The company is in the process of securing some projects.
In tune with the Govt. of India's focus on spearheading infrastructure development inthe country in Railways power sector Roads highways etc. you company secured healthyorder book condition in those sectors.
With carried forward orders from the previous year and those secured during the currentyear your company has work orders in hands estimated to be to the tune of `450.00 crores.
Capital and Finance:
As in the past a major concern for the origination is the high interest cost which wasto match with the previous trend in delayed payment receipts.
As reported in the previous year in order to reduce the overall debt the organizationhas identified certain key assets which have been partly cashed and has brought downoverall exposure to Bank and thus reduced the interest cost.
Due to inadequate profit during the year your Directors have not recommended anydividend for the Financial Year ended March 31 2017.
There are no transfers to Reserves during the current financial year.
5. Directors and Key Managerial Personnel
During the year Mr. Dilip Varghese (DIN: 01424196) has been appointed as Managingdirector of the company in place of Mr. Jerry Varghese w.e.f 14th February 2017. Earlierhe was whole time director of the company.
During the year Change in Designation of Mr. Jerry Eapen Varghese (DIN: 00012905) fromChairman & Managing
Director to Chairman & Executive Director of the Company with effect from 14thFebruary 2017."
6. Material changes affecting the Nature of Business and Financial position ofthe Company:
There were no material changes affecting the nature of business and financial positionof the Company during the year under review expect default in repayment of interest due toVijay Bank.
7. Particulars of Employees
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197
(12) of the Companies act 2013 with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as ANNEXURE -III.
There are no employees in the company during the year under review who is in receipt ofremuneration of `6000000 p.a. or `500000 p.m. if employed during the part of the year.
During the year four board meeting four Audit Committee meeting four Stakeholderrelationship committee meeting One Nomination and Remuneration committee meeting and oneindependent director meeting were convened and held. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.
9. Declaration by an Independent Director(s) and re-appointment if any
The Company has received necessary declaration from each independent director underSection 149(7) of the
Companies Act 2013 that he meets the criteria of independence laid down in Section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
10. Familiarisation programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Companyits management and operation and provides an overall industry perspective as well asissues being faced by the industry. The details of various familiarisation programmesprovided to the Directors of the Company is available on the Company's websitewww.tarmatlimited.com.
11. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.
12. Audit Committee
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
13. Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
The Company's auditors M/s. Hegde & Associates Chartered Accountants have alreadycompleted more than ten years as Statutory Auditors of the Company. In accordance withprovisions of Section 139 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 the Company had appointed them for a period of three years fromconclusion of 30th Annual General Meeting till the conclusion of 32th Annual GeneralMeeting. A proposal for ratifying their appointment from the conclusion of the 31st AGMtill the conclusion of the 32nd AGM has been included in the Notice of the ensuing AGM. Inview of the mandatory rotation of auditor requirement and to ensure smooth transitionduring this period M/s. Agarwal & Mangal Chartered Accountants (FRN 100061W) wasappointed as Statutory Auditors for a period of 5 continuous years from the conclusion of32nd Annual General Meeting till the conclusion of 36th Annual General Meeting of theCompany. A proposal for ratifying their appointment from the conclusion of the 33 AGM tillthe conclusion of the 36th AGM has been included in the Notice of the ensuing AGM.
15. Statutory Auditors' Report:
The Company has received Statutory Auditors' Report with few observations on which themanagement replies are as below:-
1. The Management stand on non provision of interest of Vijaya Bank & KotakMahindra Bank Ltd. Loans is as below:-
A. The Companies Account is classified as NPA by Vijaya Bank & Kotak Mahindra BankLtd.
B. The Company has disputed the quantum and percentage of interest charged by the Bankand the matter is sub-judice.
2. The accounts are in reconciliation with the parties and the confirmation statementswill be made available very shortly. The same will be furnished to the auditors as well.
3. Amount of ` 220367 has been transferred to the Investors education and protectionfund during the current financial year.
16. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under M/s. Prashant DiwanPracticing Company Secretary was appointed Secretarial Auditors of the Company. The reportof the Secretarial Auditors is enclosed as ANNEXURE-IV to this report. The Company hasreceived the Secretarial Audit report with few observations on which the managementreplies are as below.
1. The Company is in the process of reconciliation of the share application and nosooner the reconciliation is completed the amount will be transferred to InvestorsEducation and Protection Fund as required under the law.
2. As required under Section 203 of the Companies Act 2013 the Chief Financial Officerwas duly appointed. However required return was not filed inadvertently. This will befiled soon.
3. A very small fraction of shares is required to be dematerialized which will be donesoon.
17. Disclosure about Cost Audit:
As per the Cost Audit Orders Cost Audit is applicable to the Company for the FY2017-18.
In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Mr. Satish Ramanlal Shah Cost Accountants have been appointed asCost Auditors to conduct the audit of cost records of your company for the financial year2017-18. The remuneration proposed to be paid to them requires ratification of theshareholders of the Company. In view of this ratification for payment of remuneration toCost Auditorsis . being sought atthe ensuing AGM
18. Details of Subsidiary/Joint Ventures/Associate Companies
As on 31st March 2017 Company has (1) one Joint venture company. Accordance withSection 129(3) of the Companies Act 2013 prepared consolidated financial statements ofthe Company which form part of the Annual
19. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The policy of Vigil Mechanism and Whistle Blower can be accessed atwww.tarmatlimited.com.
20. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE-II.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
22. Particulars of loans guarantees or investments under section 186
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
23. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contracts or arrangements with related partiesreferred to in Section 188(3) of the Companies Act 2013.
24. Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors' certificate on corporate governance shall be annexed with the Board'sreport. The auditors' certificate for fiscal contain any qualification reservation oradverse remark.
25. Management discussion and analysis
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st December 2017.
26. Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) regulations 2015the Corporate Governance Report form part of the Annual Report.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Sd/- |
| ||CHAIRMAN |
|DATE: 14th August 2017 || |
|PLACE: MUMBAI || |