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Tantia Constructions Ltd.

BSE: 532738 Sector: Infrastructure
NSE: TANTIACONS ISIN Code: INE388G01018
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VOLUME 105
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P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.34
Buy Qty 2000.00
Sell Price 1.36
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OPEN 1.32
CLOSE 1.32
VOLUME 105
52-Week high 4.31
52-Week low 1.32
P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.34
Buy Qty 2000.00
Sell Price 1.36
Sell Qty 10024.00

Tantia Constructions Ltd. (TANTIACONS) - Director Report

Company director report

DIRECTORS’ REPORT

Dear Members

Your Directors have pleasure in presenting the 53rd Annual Report togetherwith the Audited Statement of Accounts of Tantia Constructions Limited ("theCompany") for the year ended 31st March 2018.

Financial Performance
The summarized standalone results of your Company are given in the table below. (Rs. in Lakhs)
PARTICULARS STANDALONE
2017-2018 2016-2017
Revenue from Operations(Net) and other income 24060 32318
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 2773 4764
Finance Charges 6248 8847
Depreciation 672 901
Profit Before Tax (PBT) (3658) (4462)
Provision for Tax (3589) (605)
Profit After Tax (PAT) (69) (5067)
Balance brought forward from previous year - -
Profit available for Appropriations - 43
Appropriations: (69) (5024)
Interim Equity Dividend - -
Proposed Final Equity Dividend
Tax on Equity Dividends - -
Previous Year Tax on Equity Dividends - -
General Reserve - -
Surplus carried to the next year’s account - -

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

DIVIDEND

Your Directors do not recommended any dividend for the year ended 31stMarch 2018.

SUMMARY OF OPERATIONS

During the year net revenue from operations of your Company decreased by 28.01% fromRs 28548 Lacs to Rs. 20551 Lacs. For FY 2017-2018 your Company’s loss after taxstood at Rs. 69 Lacs vis--vis loss after tax of Rs. 5024 Lacs in the previous year.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The Authorized Share Capital of your Company as on 31st March 2018 standsat Rs. 400000000/-divided into 39000000 Equity Shares of Rs. 10/- each and 100000010.5% Cumulative Redeemable Preference Shares of Rs. 10/- each.. The paid-up Equity ShareCapital as on 31st March 2018 of your Company is Rs. 287420980/- divided into 28742098Equity Shares of Rs. 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 2018) and the date of thereport.

DEPOSITS

Your Company has not accepted any deposits covered under ‘Chapter V - Acceptanceof Deposits by Companies’ under the Companies Act 2013 during the financial yearended March 31 2018.

INDUSTRY SCENARIO

Infrastructure development has been fuelling India’s economic growth over the pastdecade or so. Increasing population rapid industrialization and urbanization risingmiddle-class income and the rise of nuclear families are driving the demand forconsistent investment in infrastructure development. Further India is not only among theworld’s fastest growing major economies but also one of the few economies enactingmajor structural reforms. After registering GDP growth of over 7% for the third year insuccession in 2016-17 the Indian economy headed for slower growth estimated at 6.6% in2017-18. Even with this lower growth for 2017-18 GDP growth averaged 7.3% for the period2014-15 to 2017-18. The year under review was marked by structural reforms by theGovernment. In addition to GST introduction the year witnessed significant resolution ofproblems associated with bank nonperforming assets FDI liberalization bankrecapitalization and privatization of coal mines. However we are observing signs ofrecovery as the triple effects of demonetization RERA and GST have begun to shape up thesector with new standards of delivery accountability and transparency. Infrastructure asa sector is also crucial for employment generation. Infrastructure spending was 7% of GDPduring 2008-12 which fell to 5.8% of GDP during 2013-17 (as estimated by Niti Aayog).Decline in infrastructure spending can be attributed to high cost of capital high levelof stressed assets leading to slowdown in funding from financial institutions landacquisition issues and slowdown in the economy.

OUTLOOK

Sustained increase in infrastructure is expected to be one of the crucial factors forsustaining strong 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. Construction industryexpects to employ 80 million workers by the year 2020. BAI in association with thegovernment as well as private bodies has taken up training of construction workers. Forthe construction industry Construction Skill

Development Council of India (CSDCI) is formed and Builders’ Association of

India is one of the promoters The outlook for the construction sector is very positivewith the government ready to mobilize $1 trillion investment plan over the next fiveyears.

DETAILS OF BOARD MEETINGS

Your Company’s Board is duly constituted and is in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requisitediversity wisdom and experience commensurate to the scale of operations of your Company.

Details of Board composition and Board Meetings held during the financial year 2017-18have been provided in the Corporate Governance Report which forms part of this AnnualReport. During the year under review Mr. I .P. Tantia (DIN: 00057004) Chairman &Managing Director of the Company who retired at the 53rd AGM was reappointed as aDirector of the Company. The Board has appointed Mr. Ananda Mohan Maity (DIN: 08176162)and Mrs. Ishita Mookherjee (DIN: 08176161) as an Additional Director(s) of the Companywith effect from 5th June 2018 to hold office upto the date of the forthcoming AGM.

Mr. Ananda Mohan Maity Md. Sarim Arshad and Mrs. Ishita Mookherjee IndependentDirectors of your Company have declared to the Board of Directors that they meet thecriteria of Independence as laid down in Sections 149(6) and 149(7) of the Companies Act2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in theirstatus of Independence. Your Board places on records its deep appreciation for theircontinuous guidance support and contribution to the Management of the Company in itspursuit to achieve greater heights. During the year under review Mr. Tarun Chaturvedi andMrs. Madhuchhanda Chatterjee resigned from the Company with effect from 9th December 2017and 14th December 2017 respectively.

COMMITTEES OF THE BOARD Audit Committee

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

Nomination and Remuneration Committee

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

Stakeholders’ Relationship Committee

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

Finance Committee

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

Corporate Social Responsibility Committee

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

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act’) and Rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn (MGT-9) is Annexed 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 at www.tantiagroup.com-Investor’sCorner 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 2018 and of the profitof the Company 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;

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

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

AUDITORS

Statutory Auditors

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 until conclusion of the 54th AGM of theCompany scheduled to be held in the year 2019.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. Konar Mustaphi & Associates (Firm Registration No: 314125E)Chartered Accountants Kolkata as the Auditors of the Company by the Members at theensuing AGM. Your Company has received a certificate from M/s. Konar Mustaphi &Associates (Firm Registration No: 314125E) Chartered Accountants Kolkata confirmingtheir eligibility to continue as Auditors of the Company in terms of the provisions ofSection 141 of the Companies Act 2013 and the Rules framed thereunder. They have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAIas required under the provisions of Regulation 33 of the Listing Regulations.Members’ attention is invited to the observation made by the Auditors under"Emphasis of Matter" appearing in the Auditor’s Reports.

a.Note 46 to the Standalone Financial Statement regarding Companies inability toservice its debts to the Bank(s) the Company opted for relief under Corporate DebtRestructuring (CDR) for reducing its financial stress. Due to the reasons attributableboth to the company as well as to the lenders the CDR package failed and loan amount ofthe Company with various banks become NPA. State Bank of India (the Lead Bank) along withAxis Bank made a reference to NCLT Kolkata Bench which is yet to be admitted.

b.Note 56 to the Standalone Financial Statement in regard to an amount of Rs. 3604.02lakhs recoverable from Tantia Raxaultollway Pvt Ltd was taken over by TantiaInfrastructure Pvt Ltd which remain grouped under Sundry Debtors.

c. Note 22 to the Standalone Financial Statement regarding nonpayment of balance ofshort term loan of Rs. 3876 Lakhs (including interest) due to Vijaya Bank against whichthe Bank has issued notice under the SARFAESI ACT (2002) and has taken symbolic possessionof land belonging to third party mortgaged with them for the said loan. The Bank had takendecision to declare the Company and its Promoters / Guarantors as willful defaulteragainst which the Company had approached to the Hon’ble High Court of Calcutta with aprayer for issuance of an order to restrain the Bank from carrying out such decisions.

d.Note 51 to the Standalone Financial Statement in relation to excess payment of Rs. 42lacs as Managerial Remuneration for the Financial Year 2013-14. The Company has takenappropriate steps to seek approval from the concerned authorities viz Ministry ofCorporate Affairs permission for waiver in respect of recovery of the aforesaid excessamount from the Chairman and Managing Director. We were explained by the Management thatthe same application is in process for consideration.

e.Note 38 to the Standalone Financial Statement regarding unsecured loans from bodycorporate(s) many of whom along with some creditors to whom amount is due since long hasfiled winding up petition at Calcutta High Court. Hon’ble High Court of Calcuttaowing to opposition by State Bank of India leader of the Joint Lenders’ Forum(Banks) has not passed any final Order on the aforesaid petitions of thedepositors/creditors.

Management Response to the emphasis on matters in Auditors Report

Abcde As regards to emphasis of matter expressed by the Auditors in their Reportwith regards to Note nos 4656 2251 and 38 of Standalone Financial Statement attentionis hereby drawn that Note nos 4656 2251 and 38 of Standalone Financial Statement areself- explanatory and therefore not call for any further comments

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

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its construction activity is required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s S Chhaparia & Associates(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 fortheir ratification.

Accordingly a Resolution seeking Members’ ratification for the remunerationpayable to M/s S Chhaparia & Associates Cost Auditors is included in the Noticeconvening the Annual General Meeting.

Secretarial Auditor

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 February 14 2018 appointed M/s. M R & AssociatesCompany Secretaries 46 B B Ganguly street Kolkata - 700012 as the Secretarial Auditorof the Company to conduct the Secretarial Audit for the financial year ended March 312018 and to submit Secretarial Audit Report in Form No. MR-3. A copy of the SecretarialAudit Report received from M/s. M R & Associates in the prescribed Form No. MR-3 isannexed to this Board’s Report and marked as Annexure B. There is qualificationreservation or adverse remark made by the Secretarial Auditor in his Secretarial AuditReport for the financial year ended March 31 2018.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2018 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-2 is 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 and Disclosure 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 materiallysignificant Related Party Transactions during the year under review having potentialconflict with the interest of the Company. The Policy on Related Party Transactions asapproved by the Board may be accessed on the Company’s website at the link www.tantiagroup.com/Investor’s

Corner/Policies/Related Party Transaction and Materiality Policy.

SUBSIDIARIES

During the year under review your Company is having 3 (three) subsidiaries namely:Tantia Infrastructure Private Limited Tantia Sanjauli parkings Private Limited and TantiaRaxaul tollway Private Limited out of which the first two are wholly-owned subsidiariesof the Company. One of the Subsidiary Company named Tantia Batala-Beas Tollway PrivateLimited is in the process of striking off the name from The Registrar of CompaniesKolkata via Fast Track Exit Mode. The statement containing salient features of thefinancial statement of subsidiaries/associate companies/joint venture is enclosed inAnnexure ‘C’ in Form AOC-1. Further as per section 136 of the CompaniesAct 2013 the audited financial statements including the consolidated financialstatements and related information of the Company and audited accounts of each of thesubsidiaries are available at our website at www.tantiagroup.com/Investor’sCorner/AnnualReport.

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 National HighwaysAuthority of India (NHAI) for two-laning of Piprakothi-Raxaul Section of NH-28A (from Km0.600 to Km 62.064) and construction of two-lane road from Km 62.064 to ICP Raxaul (7.33Km length) in Bihar under NHDP Phase-III on Design Build Finance Operate and Transferon BOT (Toll) basis. The Company has already started the execution of aforesaid works. APolicy 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

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 2017-18 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. YourBoard on the recommendations of the Nomination and Remuneration Committee appointsDirector(s) of the Company based on his / her eligibility experience and qualificationsand such appointment is approved by the Members of the Company at General Meetings.Generally the Managing Director and Whole-time Directors (Executive Directors) areappointed for a period of three years. Independent Directors of the Company are appointedto hold their office for a term up to three consecutive years on the Board of yourCompany. Based on their eligibility for re-appointment the outcome of their performanceevaluation and based on the recommendation by the Nomination and Remuneration Committeethe Independent Directors may be re-appointed by the Board for another term of fiveconsecutive years subject to approval of the Members of your Company. The Directors KMPsand SMPs shall retire as per the applicable provisions of the Companies Act 2013 and thepolicy of the Company. While determining remuneration of the Directors KMPs SMPs andother employees the Nomination and Remuneration Committee ensures that the level andcomposition of remuneration are reasonable and sufficient to attract retain and motivatethem and insure the quality required to run the Company successfully the relationship ofremuneration to performance is clear and meets appropriate performance benchmarks and suchremuneration comprises a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

The Company follows a compensation mix of fixed pay benefits allowances perquisitesperformance linked incentives and retirement benefits for its Executive Directors KMPsSMPs and other employees. Performance Linked Incentive is determined by overall businessperformance of your Company. Annual increments are decided by the Nomination andRemuneration Committee within the salary scale approved by the Board and Members of theCompany. The Company pays remuneration to Independent Directors byway of sitting fees.Remuneration to Directors is paid within the limits as prescribed under the Companies Act2013 and the limits as approved by the Members of the Company from time to time. Theaforesaid Nomination and Remuneration Policy has been uploaded on the website of yourCompany. Your Company conducts a Board Evaluation process for the Board ofDirectors as a whole Board Committees and also for the Directors individually throughself-assessment and peer assessment. The details of Board evaluation for the year 2017-18have 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 InternalAudit Department monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGE IN DIRECTORS:

During the year under review Mr. Tarun Chaturvedi and Mrs. Madhuchhanda ChatterjeeIndependent Non Executive Directors of the Company resigned from the directorship of theCompany w.e.f. 9th December 2017 and 14th December 2017respectively. However Md. Sarim Arshad Independent Non- Executive Director of theCompany was re-appointed for a further period of 2 (two years) w.e.f 3rdDecember 2018.

DECLERATION BY INDEPENDENT DIRECTORS

Md. Sarim Arshad is an Independent Non- Executive Directors on the Board of yourCompany. The Company has received declarations pursuant to Section 149(7) from theIndependent Director of the Company confirming that he meet the criteria of independenceas prescribed both under sub-section (6) of Section 149 of the Companies Act 2013.However during the period under review Mr. Tarun Chaturvedi and Mrs. MadhuchhandaChatterjee Independent Non-executive Directors of the Company resigned w.e.f. December9 2017 and December 14 2017 respectively.

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 Chairman &Managing Director retires by rotation and is eligible for reappointment.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company has transferred Rs. 115811/- (Rupees OneLakh Fifteen Thousand Eight Hundred and Eleven only) to the Investor Education andProtection Fund (IEPF) relating to unpaid dividend of the financial year 2009-10.

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’sReport 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.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review the Company has duly 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 1 2017 with a transition date of April 1 2016.

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 Auditors confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

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

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

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

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & AnalysisReport describing the Company’s objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement.

Important factors that could influence the Company’s operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations.

For and on behalf of the Board of Directors
Tantia Constructions Limited
Date: 5th June 2018
Place: Kolkata
I. P. Tantia
Chairman & Managing Director
DIN: 00057004