Your Directors have pleasure in presenting the 54th Annual Report together with theAudited Statement of Accounts of Tantia Constructions Limited ("the Company")for the year ended 31st March 2019.
The summarized standalone results of your Company are given in the table below.
|PARTICULARS || |
| ||2018-2019 ||2017-2018 |
|Revenue from Operations(Net) and other income ||25221 ||24060 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||9586 ||2773 |
|Finance Cost ||5351 ||6248 |
|Depreciation ||657 ||672 |
|Profit Before Tax (PBT) ||(15594) ||(3658) |
|Provision for Tax ||863 ||(3589) |
|Profit After Tax (PAT) ||(16457) ||(69) |
|Other Comprehensive Income (OCI) ||- ||- |
|Total Comprehensive Income for the Year ||(16457) ||(69) |
|Profit available for Appropriations ||- ||- |
|Appropriations: || || |
|Interim Equity Dividend ||- ||- |
|Proposed Final Equity Dividend ||(16457) ||- |
|Tax on Equity Dividends ||- ||- |
|Previous Year Tax on Equity Dividends ||- ||- |
|General Reserve ||1415 ||1415 |
|Balance carried to the next year's account ||(16457) ||(69) |
*Previous year figures have been regrouped/rearranged wherever necessary.
Your Directors do not recommended any dividend for the year ended 31st March 2019.
SUMMARY OF OPERATIONS
During the year net revenue from operations of your Company increased by 5.45% from720551 Lacs to 721671 Lacs. For FY 2018-2019 your Company's loss after tax stood at716457 Lacs vis-a-vis loss after tax of र 69 Lacs in the previous year.
TRANSFER TO RESERVES
Since the Company is having losses no amount is being transferred to the reserveaccount.
The Authorized Share Capital of your Company as on 31st March 2019 stands at7400000000/-divided into 39000000 Equity Shares of 710/- each and 1000000 10.5%Cumulative Redeemable Preference Shares of 710/- each.. The paid-up Equity Share Capitalas on 31st March 2019 of your Company is र 287420980/- divided into 28742098 EquityShares of र 10/- each fully paid up.
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 2019) and the date of thereport.
Your Company has not accepted any deposits covered under 'Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March312019.
India is expected to witness strong respectable economic growth in FY20 after it hasemerged as the fastest growing major world economy last year despite growing globalvulnerabilities. Settled GST implementation growing investments in infrastructure andcontinuing positive effects of reforms are expected to sustain GDP growth.
The Indian industry body observed that despite 2018 being filled with externalvulnerabilities arising out of rising oil prices trade wars between major global tradingpartners and US monetary tightening India outshined as the world's fastest growing majoreconomy.
The Indian infrastructure sector is a key driver for the Indian economy contributingto its overall development. India has a requirement of investment worth Rs 50 trillion ininfrastructure by 2022 to achieve sustainable development. The country is witnessingsignificant interest from international investors in the infrastructure space. In 2018the Indian infrastructure sector witnessed private equity and venture capital investmentsworth US$ 1.97 billion. Today the Government is expected to invest in the infrastructuresector mainly highways renewable energy and urban transport. India is poised to become afive trillion dollar economy in the next five years opening up significant potential forinfrastructure development.
The NDA government that came to be elected in 2014 focused on infrastructure forimproving connectivity by allocating substantial expenditure for the construction andupkeep of roads highways and smart cities and also by launching schemes such as Saubhagyaaiming at 100% electrification of households housing for all and building regionalairports for enhanced air connectivity. The government also aimed at electrifying 100% ofits broad gauge network to reduce dependence on diesel. Moreover the Indian Railways hasidentified 38000 route kilometre (RKM) for electrification by 2021 from 35488 RKM inApril 2019. Also the Budget for 2019-20 points out to investments averaging Rs 20 lakh crevery year for infrastructure development.
DETAILS OF BOARD MEETINGS
Your Company's Board is not duly constituted and is not in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. The Board of Directors constitutes only twoIndependent Non Executive Directors.
Details of Board composition and Board Meetings held during the financial year 2018-19have been provided in the Corporate Governance Report which forms part of this AnnualReport.
During the year under review Mr. Rahul Tantia (DIN: 00056898) Director (Operations)of the Company who retired at the 54th AGM was reappointed as a Director of the Company.The Board has appointed Mr. Ananda Mohan Maity (DIN: 08176162) and Mrs. Ishita Mukherjee(DIN: 08176161) as an Independent Non- Executive Director(s) of the Company. Further Mr.M.L. Agarwala Director (Projects) and Md. Sarim Arshad Independent Non- ExecutiveDirector of the Company resigned with effect from 15th September 2018 and 19 th March2019 respectively.
Mr. Ananda Mohan Maity and Mrs. Ishita Mukherjee Independent Directors of your Companyhave declared to the Board of Directors that they meet the criteria of Independence aslaid down in Sections 149(6) and 149(7) of the Companies Act 2013 and Regulation 16(1)(b)of the Listing Regulations and there is no change in their status of Independence. YourBoard places on records its deep appreciation for their continuous guidance support andcontribution to the Management of the Company in its pursuit to achieve greater height
COMMITTEES OF THE BOARD
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 Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.
The composition and terms of reference of the Finance Committee has been furnished inthe 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 2019 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.
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. KonarMustaphi & Associates (Firm Registration No: 314125E) Chartered Accountants Kolkatawas appointed as the Auditors of the Company for a consecutive period of 5 years fromconclusion of the 50th AGM held in the year 2015 till the conclusion of the 54th AGM ofthe Company scheduled to be held in the year 2019 will retire pursuant to Section 139 (2)of the Companies Act 2013 from the conclusion of the forthcoming Annual General Meeting.
The Board places its appreciation for valuable service rendered by M/s Konar Mustaphi& Associates Chartered Accountants during their tenure as the Statutory Auditors ofthe Company.
The Board on the recommendations of the Audit Committee subject to the approval of theshareholders at the forthcoming 54th AGM recommended the appointment of M/s S Guha &Associates Chartered Accountants (FRN: 308743) as the Statutory Auditors of the Companyin place of M/s. Konar Mustaphi & Associates(FRN: 34125E) the retiring StatutoryAuditor to hold office for a period of 5 years from the conclusion of 54th Annual GeneralMeeting till the conclusion of 59th AGM to be held in the Financial year 2024 of theCompany. Accordingly a resolution for appointment of M/s S Guha & AssociatesChartered Accountants as a Statutory Auditors of the Company for a period of 5consecutive years pursuant to Section 139 of the Companies act 2013 forms part of theNotice calling 54th Annual General Meeting of the Company.
The Company has received written consent and certificate of eligibility in accordancewith the provisions of the Companies Act 2013 and Rules made thereunder(including anystatutory modification(s) or re-enactment thereof for the time being in force) from M/s SGuha & Associates. Further they have also confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI as required under the provisionsof Regulation 33 of the Listing Regulations. Members' attention is invited to theobservation made by the Auditors under "Emphasis of Matter" appearing in theAuditor's Reports.
a. Note 22 to the standalone Ind AS financial statement regarding non payment of shortterm loan from Vijaya Bank against which the Bank has issued notice under the SARFAESI Act(2002) and has taken symbolic possession of land belonging to third party mortgaged withthe Bank against the said loan.
b. Note 51 to the standalone Ind AS financial statement in relation to excess paymentof ' 84 lacs as managerial remuneration to the Chairman & Managing Director for thefinancial year(s) 2012-13 and 2013-14. The Company had sought approval from the concernedauthorities viz Ministry of Corporate Affairs for waiver in respect of recovery of theaforesaid excess amount from the Chairman and Managing Director which was rejected byMinistry of Corporate Affairs. The Company have adjusted ' 24.29 lacs against his old duestill the end of the current financial year and the balance amount of ' 59.71 lacs is yetto be recovered.
c. Note 49 to the standalone Ind AS financial statement as per which seven projectswere terminated during the last two financial years out of which the Company has goneinto arbitration in respect of two projects and in case of one project where the Companywas providing service as EPC Contractor has also been terminated by the client where theprincipal i.e. the main contractor has also filed arbitration petition.
d. Note 19a of the standalone Ind AS financial statement where as part of the CIRPcreditors of the Company were called upon to submit their claims to the Interim ResolutionProfessional (IRP) as on 13 March 2019 and later on to Resolution Professional(RP).Claims submitted by financial and operational creditors are being verified andadmitted by the RP In some instances the amount of claim admitted by the RP is differingfrom the amount reflected in the books of accounts of the Company. Pending final outcomeof the CIRP process no adjustments has been made in the books for the differential amountin the claims admitted. Hence consequential impact if any on the financial results isnot currently ascertainable.
Management Response to the emphasis on matters in Auditors Report
Abcd. As regards to emphasis of matter expressed by the Auditors in their Reportwith regards to Note nos 22 5149 and 19(a) of Standalone Financial Statement attentionis hereby drawn that Note nos 22 5149 and 19(a) of Standalone Financial Statement areself- explanatory and therefore not call for any further comments.
Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report.
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 2018-19 ona remuneration of Rs. 50000/- per annum plus reimbursement of out of pocket expenditureand applicable taxes. As required under the Companies Act 2013 the remuneration payableto the cost auditor is required to be placed before the Members in a general
meeting for their ratification. Accordingly a Resolution seeking Members' ratificationfor the remuneration payable to M/s S Chhaparia & Associates Cost Auditors isincluded in the Notice convening the Annual General Meeting.
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourBoard at its meeting held on June 5 2018 appointed M/s. M R & Associates CompanySecretaries 46 B B Ganguly street Kolkata - 700012 as the Secretarial Auditor of theCompany to conduct the Secretarial Audit for the financial year ended March 312019 andto submit Secretarial Audit Report in Form No. MR-3.
A copy of the Secretarial Audit Report received from M/s. M R & Associates in theprescribed Form No. MR-3 is annexed to this Board's Report and marked as Annexure B.
There is qualification reservation or adverse remark made by the Secretarial Auditorin his Secretarial Audit Report for the financial year ended March 312019.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March 2019 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'of your 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 Transactionwhich 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.
During the year under review your Company is having 2 (two) subsidiaries namely:Tantia Infrastructure Private Limited and Tantia Raxaultollway Private Limited out ofwhich the first on is wholly-owned subsidiaries of the Tantia Sanjauliparkings is thewholly owned subsidiary as on 01.04.2018 but it became associate of Tantia ConstructionsLtd as on 31.03.2019. One of the Subsidiary Company named Tantia Batala-Beas TollwayPrivate Limited is striked off from The Registrar of Companies Kolkata via Fast TrackExit Mode. The statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint venture is enclosed in Annexure 'C' 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 at our website atwww.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 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 from NationalHighways Authorityof India (NHAI) for two-laning of Piprakothi-Raxaul Section of NH-28A (from Km 0.600 to Km62.064) and construction of two-lane road from Km 62.064 to ICP Raxaul (7.33 Km length) inBihar under NHDP Phase-III on Design Build Finance Operate and Transfer on BOT (Toll)basis. The Company has already started the execution of 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's Corner/Policies/Material Subsidiary Policy.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Consolidated Financial Statements of the Company for thefinancial year 2018-19 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company itssubsidiaries and associate companies and Joint Ventures as approved by the respectiveBoard of Directors. The Consolidated Financial Statements together with the Auditors'Report forms 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 three 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 Directors KMPs and SMPs shall retire as per the applicable provisions of theCompanies Act 2013 and the policy of the Company. While determining remuneration of theDirectors KMPs SMPs and other employees the Nomination and Remuneration Committeeensures that the level and composition of remuneration are reasonable and sufficient toattract retain and motivate them and insure the quality required to run the Companysuccessfully the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and such remuneration comprises a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals. The Company follows a compensation mix of fixed paybenefits allowances perquisites performance linked incentives and retirement benefitsfor its Executive Directors KMPs SMPs and other employees. Performance Linked Incentiveis determined by overall business performance of your Company. Annual increments aredecided by the Nomination and Remuneration Committee within the salary scale approved bythe Board and Members of the Company. The Company pays remuneration to IndependentDirectors byway of sitting fees. Remuneration to Directors is paid within the limits asprescribed under the Companies Act 2013 and the limits as approved by the Members of theCompany 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 2018-19have 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. Ananda Mohan Maity and Mrs. Ishita MukherjeeIndependent Non - Executive Directors of the Company was inducted as an IndependentDirector of the Company w.e.f. 5th June 2018.
However Mr. Murare Lal Agarwala Wholetime Director of the Company and Md. SarimArshad Independent Non- Executive Director of the Company resigned from the post ofdirector of the Company w.e.f 15th September 2018 and 19th March 2019 respectively
Ms. Rohini Sureka Chief Financial Officer of the company resigned from the post w.e.f.2nd November 2018 and Sri Rahul Tantia was appointed as a Director (Operations) cum ChiefFinancial Officer in the Company w.e.f. 13 th February 2019 .
DECLERATION BY INDEPENDENT DIRECTORS
Mr. Ananda Mohan Maity and Mrs. Ishita Mukherjee are the Independent Non- ExecutiveDirectors on the Board of your Company. The Company has received declarations pursuant toSection 149(7) from the Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013. However during the period under review Md. Sarim ArsahdIndependent Non-executive Director of the Company resigned w.e.f. 19th March 2019.
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) cum Chief Financial Officer retires by rotation and is eligible forre-appointment.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review your Company has transferred Rs. 148055/- (Rupees OneLakh Forty Eight Thousand and Fifty Five only) to the Investor Education and ProtectionFund (IEPF) relating to unpaid dividend of the financial year 2010-11.
DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
Information as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and subsequent amendments thereto is annexed to this Board's Report and marked asAnnexure D.
A statement containing the information of top ten employees in terms of remunerationdrawn and particulars of every employee of the Company who was in receipt of remunerationnot less than the limits specified under Section 197(12) of the Companies Act 2013 readwith Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and subsequent amendments thereto is annexed to this
Board's Report and marked as Annexure D.
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 Nos. 56 13 and 40 of thenotes to the Financial Statements.
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.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review the Company has partly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
INDIAN ACCOUNTING STANDARDS (IND-AS)
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (IND-AS) applicable tocertain class of companies including your Company. In pursuance of this notification theCompany including its subsidiaries associates and joint ventures have adopted IND-AS witheffect from April 12017 with a transition date of April 12016.
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 indicates 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
In accordance with the applicable provisions of the Insolvency and Bankruptcy Code2016 (Code) the corporate insolvency process (CIRP) of Tantia Constructions Limited wasinitiated by the financial creditors of the Company. The Kolkata bench of National CompanyLaw Tribunal (NCLT) has admitted petition application filed by the financial companies andCIRP was initiated on 13th march 2019 against the Company. Mr.Kshitiz Chhawchharia wasappointed as Interim Resolution Professional to the manage the affairs of the Company.Subsequently Mr.Chhawchharia was confirmed as the Resolution Professional (RP) by thecommittee of creditors (COC). On appointment of the RP under the Code the powers of theBoard of Directors of the Company were suspended.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and cooperation 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.
Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing 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 Tantia Constructions Limited |
| ||I. P. Tantia |
|Date: 14.08.2019 ||Chairman & Managing Director |
|Place: Kolkata ||DIN:00057004 |