Your Directors are pleased to present their 5th Report onthe business and operations of the Company together with the Audited Results for thefinancial year ended March 31 2021.
(INR in lakhs)
| ||Consolidated Financial Year Ended ||Standalone Financial Year Ended |
|Particulars ||March 312021 ||March 312020 (Restated)* ||March 312021 ||March 312020 (Restated)* |
|Total Income ||22086.98 ||20935.04 ||17945.58 ||11807.11 |
|Profit Before Interest Depreciation and Tax ||2968.39 ||9748.29 ||1588.27 ||1929.65 |
|Less: a) Finance Cost ||2059.62 ||2522.29 ||847.12 ||1437.86 |
|b) Depreciation ||816.05 ||754.53 ||213.67 ||225.81 |
|Profit before Tax ||92.72 ||6471.47 ||527.48 ||265.98 |
|Less: Provision For Tax ||(524.6) ||1161.16 ||36.30 ||(174.37) |
|Loss in Associates ||0.06 ||- ||- ||- |
|Profit after Tax ||617.26 ||5310.31 ||491.18 ||440.35 |
|Other Comprehensive Income ||45.88 ||(23.92) ||45.78 ||(9.00) |
|Total Comprehensive Income for the Year ||663.14 ||5286.39 ||536.96 ||431.35 |
|Add - Profit Brought Forward ||- ||- ||- ||- |
|Profit Available for Appropriation ||663.14 ||5286.39 ||536.96 ||431.35 |
* Note: Pursuant to the Composite Scheme of Arrangement asapproved by the Hon'ble National Company Law Tribunal Chandigarh Bench Chandigarh("NCLT") the Project Division of Anant Raj Limited was demerged and vested inAnant Raj Global Limited (now named as TARC Limited) w.e.f September 30 2018 which wasthe Appointed Date for the said Scheme.
Accordingly the figures mentioned in respect of the financial yearFY2019-2020 are the restated figures of the earstwhile Project Division of Anant RajLimited for the purpose of comparative purpose only.
Financial Review and Analysis
The Company has posted Standalone Net Profit after tax of Rs. 491.18lakhs during the year under review as compared to Rs. 440.35 lakhs during the previousyear despite the COVID 19 and recessionary conditions prevalent in the sector
On a consolidated basis the Company recorded a revenue (includingother income) of Rs. 22086.98 lakhs.
Transfer to Reserves
Yours directors do not propose to transfer any amount to the GeneralReserve out of the amount available for appropriation in the current year.
Transfer to Investor Education and Protection Fund (IEPF)
The Company has not declared any dividend since inception. Howeverpursuant to the allotment of shares of the Company to the shareholders of Anant RajLimited (in the ratio of 1:1) in accordance with the Composite Scheme of Arrangement892069 shares have been credited to the account of IEPF as equivalent number of sharesof Anant Raj Limited the transferor Company had been transferred to IEPF.
Considering the future needs of the Company for expansion and growthand to strengthen the financial position of the Company your Directors do not recommendany dividend for the financial year ended March 312021.
Scheme of Arrangement
During the year under review the Composite Scheme of Arrangementbetween Anant Raj Agencies Private Limited Anant Raj Limited and Anant Raj GlobalLimited- now renamed as TARC Limited ('the Company') and their respective shareholders andcreditors ('Scheme') had been approved by the National Company Law Tribunal ChandigarhBench Chandigarh ("NCLT") vide its order dated August 24 2020. The AppointedDate for the Scheme was September 30 2018. Pursuant to the aforesaid Scheme 295096335equity shares of Rs. 2/- each were allotted to the shareholders of Anant Raj Limited(Transferor Company) on October 8 2020 replacing the existing paid up capital of theCompany amounting to Rs. 500000/- divided into 250000 equity shares of Rs. 2/- each.The said equity shares were listed and admitted to trading on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE) with effect from December 18 2020.Accordingly the paid-up share capital as on March 31 2021 was Rs. 590192670/- dividedinto 295096335 equity shares of Rs. 2/- each. Aforesaid order of NCLT is available atCompany's website www.tarc.in.
Future Prospects and Outlook of the Company
Pursuant to the approval of the Composite Scheme of Arrangement theProject Division with all its assets and liabilities has been transferred to the Companyincluding assets that are transferred through transfer of subsidiary companies. Thisbasically comprises real estate assets in Delhi/NCR that have immense valuation andenormous growth for your Company in the foreseeable future.
Your Company holds a land bank of more than 600 prime acres which iswholly owned and paid for where significant part of its land have become marquee assetswith substantive growth opportunities. The Company has prime land parcels and built-upassets inside the Municipal limits of New Delhi which alone constitute to be over 350acres of fully paid-up land. Additionally the Company has land parcels in Gurgaon andother areas in the National Capital Region such as Manesar Noida and Greater Noida wherethe Company's land holdings exceed 250 acres of prime land.
TARC has expanded its presence in the National Capital through keydevelopments across different verticals such as Residential Hospitality Commercial andRetail projects. TARC's focus remains in Residential development to create and curatefuture ready living spaces on the one hand and on the other hand is the Warehouse segmentwhere the Company is focusing significantly.
The industry continues to witness a structural positive shift inhousing demand with fundamental demand drivers expected to remain in place.
In spite of temporary dislocation due to second wave of COVIDcollections remain resilient. However long-term outlook continues to be positive
The following projects are on the anvil:
TARC MACEO is a residential group housing project situated at Sector91 Gurugram spread over 15.57 acres fully paid up land comprising of premium 2 3 & 4Bedroom Apartments and Penthouses in 16 towers. The Company has sold over 95% of itsinventory and 400 families have already moved in their apartments.
TARC Premier- Rajokri Residences is a project located in the New
Delhi Aerocity zone in South Delhi and spread over 2.95 acres fullypaid up land. The construction on the above project is commenced and to be completed inthe financial year 2024-25 to be developed as a high end residential project comprising190 units of 3 & 4 BHK specifications alongwith 40 EWS+CSP units having ultramodernamenities and facilities. This project has a contemporary international design andarchitecture curated amenity blocks and recreation zones along with high quality projectspecifications for a quality urban living experience.
TARC Residential 63A Gurugram is a project located in Gurugram's GolfCourse Extension Area spread over 6.95 acre fully paid up land. This project is proposedto commence in the financial year 2021-22 and to be completed in the financial year2024-25 to be developed as a gated community of Low rise Housing of 3 BHK floors and plotsdesigned community spaces open areas with modern amenities and outdoor & indoorrecreational spaces.
TARC Hauz Khas is a project located on the main Aurobindo Road inSouth Delhi spread over 2.39 acres fully paid up land. This project is proposed tocommence in the financial year 2022-23 and to be completed by the financial year 2024-25to be developed as 36 ultra-luxurious independent floors with more than 6000 sq feet areaeach having global design and architecture exclusive recreation and sporting amenitiesconcierge and valet services
TARC Central West Delhi High End Residential is a project located inthe heart of the city centre right on the main road and alongside a metro station spreadover approximately 6.13 acres fully paid up land. This project is proposed to commence inthe financial year 2022-23 and to be completed by the financial year 2026-27 to bedeveloped as a new age high end luxury residential project of 500+ units having modernamenities with outdoor & indoor recreational spaces.
TARC Lakeview is a Multiplex cum Retail project located near SanjayLake in East Delhi having 6 screen Multiplex Quality retail offerings and Cafes &restaurants having built-up area of approx. 1 lac sq feet on a plot area of 4000 sq mt.fully paid up land in an advanced stage of construction.
TARC Warehouses is a project located in North Delhi and spread over 8acres fully paid land . This project is proposed to commence in the financial year 2022-23with a total constructible area of approximately 2.75 lac sq. ft.
TARC Greater Noida is a project located in Greater Noida on the EasternPeripheral Expressway and in proximity to the upcoming Jewar Airport which is proposed tocommence in the financial year 2022-23 with a constructible area of approximately 5 lacsq. ft for assembly Warehousing/Data Center.
TARC-Green Retreat New Delhi is a project located on NH 8 on the NewDelhi-Gurugram Expressway in the Aerocity area in very close proximity of the New DelhiInternational Airport on one side and
Gurugram Cyber City on the other spread over 7.23 acres fully paidland owned by the Company which is proposed to be commence in the financial year 2022-23.
Material Change and Commitment if any affecting the FinancialPosition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this report:
TARC Limited has successfully completed the sale of part of itswarehousing assets located in New Delhi to BREP Asia II EIP Holding (NQ) Pte. Limited anaffiliate of funds controlled managed and/or advised by Blackstone Inc. (BREP) for atotal consideration of Rs. 295 crores in a move which is aligned to TARC's strategy ofmaintaining focus on core development projects to unlock much higher value through itsstrategic and key land parcels in New Delhi.
This is in line with making TARC a debt free company develop its hugeland bank as well as look for new developments in the NCT of Delhi.
The Company plans to use a part of the proceeds to fast track theresidential projects consolidating its strategy to develop higher yielding future readyprojects.
Impact of COVID-19
The second wave of the pandemic caused disruptions in the economy andon the real estate industry as well. The pandemic has impacted the consumer sentiments andspending appetite in the short-term. Construction activities are rapidly returning back tonormalcy. The residential segment was impacted as demand continued to remain muted in thisperiod. Some green shoots of consumer interest revival is visible especially in the lowto midincome housing. Retail business was severely impacted as all malls remained shut dueto lockdown restrictions.
Change in Capital Structure
As on March 312021 the Authorised Share Capital of the Company is Rs.850000000/- comprising of Rs. 425000000 equity shares of Rs. 2/- each and thepaid-up equity share capital of the Company is Rs. 590192670/- comprising 295096335equity shares of Rs. 2/- each fully paid-up.
Change of Name
As approved by the members by way of postal ballot/e-voting the nameof your Company has been changed from 'Anant Raj Global Limited' to TARC Limited' witheffect from April 19 2021.
Change of Registered Office
The members of the Company had approved shifting of Registered Officeof the Company from the State of Haryana to the NCT of Delhi. The application forconfirmation of the same is in process before the Regional Director for his approval.
Change in the nature of Business if any
During the period under review there has been no material change inthe nature of business of the Company.
During the year under review the Company has neither invited noraccepted/ renewed any deposits from the public.
Directors and Key Managerial Personnel
The Company's Board of Directors as on March 31 2021 consisted of 5Directors out of which 3 were Non-Executive Independent Directors and 2 PromoterDirectors. As on date of the Report the Board consists of 6 Directors comprising of 3Independent Directors and 3 Promoter Directors.
Ms. Chanda Sachdev Director of the Company resigned effectivefrom September 23 2020.
Mr. Ashok Sarin Managing Director of the Company resignedeffective from December 28 2020.
Mr. Amit Sarin Director of the Company resigned effective fromDecember 28 2020.
Mr. Maneesh Gupta Director of the Company resigned effectivefrom January 212021.
Mr. Brajindar Mohan Singh Director of the Company resignedeffective from February 10 2021.
Mr. Anil Sarin is the Non- Executive Chairman
Mr. Amar Sarin who was already a director was appointed asManaging Director and CEO effective from December 28 2020 without any remuneration.
Mr. Miyar Ramanath Nayak was appointed as Additional Director toact as Independent Director of the Company effective from January 212021.
Ms. Muskaan Sarin was appointed as Whole-Time Director of theCompany effective from September 29 2021 without any remuneration as recommended by theNomination & Remuneration Committee and subject to approval of members of the Company.
Ms. Aarti Arora was appointed as Chief Financial Officereffective from August 28 2020.
Mr. Amit Narayan was appointed as Company Secretary effectivefrom August 28 2020.
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Amar Sarin shall retire by rotation at theensuing Annual General Meeting. Mr. Amar Sarin being eligible has offered himself forreappointment. Resolution proposing his re-appointment forms part of the Notice of theforthcoming Annual General Meeting.
As on March 31 2021 there was an outstanding unsecured loan amountingto Rs. 916.02 lakhs taken by the Company from Mr. Anil Sarin (Promoter Non-ExecutiveDirector).
During the period under review no other Non-Executive Director of theCompany had any pecuniary transaction with the Company except the sitting fees payable forthe Board/Committee meetings attended.
As on March 31 2021 there was an outstanding unsecured loan amountingto Rs. 722.50 lakhs taken by the Company from Mr. Amar Sarin (Promoter ExecutiveDirector).
As per the requirement under the provisions of Section 203 of theCompanies Act 2013 following are the Key Managerial Personnel ('KMP') of the Company ason the date of this Report:
Mr. Amar Sarin (DIN 00015937) - Managing Director & CEO
Ms. Muskaan Sarin (DIN: 01871183) - Whole Time Director
Ms. Aarti Arora - Chief Financial Officer
Mr. Amit Narayan - Company Secretary
Directors' Responsibility Statement
In terms of the provisions of Section 134(5) of the Companies Act2013 your Directors confirm that:
(i) In the preparation of annual accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;
(ii) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andthe profit and loss of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) Proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
(vi) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Declaration by Independent Directors
The Independent Directors in their disclosures have confirmed that theyare not aware of any circumstances or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Based onthe disclosures received from Independent Directors the Board of Directors has confirmedthat they fulfilled conditions specified in Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations and were independent of the management.
Confirmation by Directors regarding Directorship/ Committee Positions
Based on the disclosures received none of the Directors on the Boardholds directorships in more than ten public companies and none of the IndependentDirectors serves as an Independent Director on more than seven listed entities as on March31 2021. Further no Whole-time Director serves as an Independent Director in any otherlisted company. Necessary disclosures regarding
Committee positions in other public companies as on March 31 2021 havebeen made by the Directors and have been reported in the Corporate Governance Report whichforms a part of this Report.
Board and Committees
The Board of Directors met 09 (Nine) times during the FY 2020-21.
The details of composition of the Board Committees meetings held andrelated attendance are provided in the Corporate Governance Report and form part of thisReport.
Particulars of Employees
Pursuant to the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing names and other particulars of top 10 employees in terms ofthe remuneration drawn and other details forms part of this report at Annexure -A.
Subsidiaries and Consolidated Financial Statements
As on March 312021 the Company had 62 subsidiary companies & stepdown subsidiaries (including 2 LLPs) in terms of the provisions of the Act. During theperiod under review TARC Buildtech Private Limited TARC Estates Private Limited and TARCProperties Private Limited were incorporated as wholly owned subsidiary of the Company.Further the Company holds 50% shares of Niblic Greens Hospitality Private Limited whichwas incorporated during the period under review.
Pursuant to the provisions of Section 129(3) of the Act and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ['SEBI Listing Regulations'] the consolidated financial statements ofthe Company were prepared by the Company in accordance with the applicable Ind AS and forma part of the Annual Report. A statement containing the salient features of the financialstatements of the subsidiaries joint ventures and associates of the Company in FormAOC-1 as required under the Companies (Accounts) Rules 2014 as amended forms part ofthe financial statements. The highlights of the performance of subsidiaries jointventures and associates and their contribution to the overall performance of the Companyare included and form a part of this Annual Report. Pursuant to the provisions of Section136 of the Act audited financial statements of the Company including consolidatedfinancial statements other documents required to be attached thereto and auditedfinancial statements of each of the subsidiaries are available on the website of theCompany and may be accessed at www.tarc.in.
Material Unlisted Subsidiary
In terms of provisions of the SEBI Listing Regulations your Companyhas a policy for determining 'Material Subsidiary' and the said policy is available on theCompany's website www.tarc.in. During the period under review your Company had 2 materialunlisted subsidiaries namely TARC Projects Limited (formerly known as Anant Raj ProjectsLimited) and Greenline Buildcon Private Limited.
Listing at Stock Exchanges
The equity shares of your Company are listed on National Stock Exchangeof India Limited (NSE) and Bombay Stock Exchange Limited (BSE).
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required underRegulation 34 read with Schedule V to the SEBI Listing Regulations forms part of thisReport.
Corporate Governance Report
The Corporate Governance Report as stipulated under Regulation 34(3)and Schedule V to the SEBI Listing Regulations forms part of this Report. The requisiteCertificate from M/s P.K. Mishra & Associates Practicing Company Secretariesconfirming compliance with the conditions of corporate governance as stipulated under theSEBI Listing Regulations is attached to the Corporate Governance Report.
Certificate from Company Secretary in Practice
A certificate has been received from M/s P.K. Mishra & AssociatesPracticing Company Secretaries that none of the Directors on the Board of the Company hadbeen debarred or disqualified from being appointed or continuing as Director of companiesby the Securities and Exchange Board of India Ministry of Corporate Affairs or any suchother statutory/ regulatory authority and is attached to the Corporate Governance Report.
Auditors & Audit Reports
M/s Doogar & Associates Chartered Accountants (Firm RegistrationNo. 000561N) were appointed as Statutory Auditors of the Company for the financial year2020-21 at the Extra Ordinary General Meeting (EGM) held on September 30 2020 in thecasual vacancy caused by the resignation of M/s V Keshri & Associates CharteredAccountants. Resolution seeking approval of shareholders for the appointment of M/s Doogar& Associates Chartered Accountants as Statutory Auditors of the Company for fiveconsecutive financial years from 2021-22 to 2025-26 pursuant to the provisions of Section139 of the Companies Act 2013 forms part of the Notice of the forthcoming Annual GeneralMeeting. The Notes on financial statements (including the consolidated financialstatements) referred to in the Auditors' Report are self-explanatory and do not call forany further comments. However the explanations or comments of the Board on thequalifications/reservations/comments in statutory Auditors' Report are as under:
(i) Para (vii) of Annexure I to Statutory Auditors' Report regardingarrears of statutory dues outstanding for more than six months:
It is submitted that the Company has since regularise the arears ofstatutory dues .
(ii) Para (viii) of Annexure I to Statutory Auditors' Report regardingthe Company has not been regular in repayment of dues to bank non-banking financialcompanies and housing finance companies.
It is submitted that the last financial year being affected by thepandemic the operations were conducted intermittently due to lockdowns and other impactsof pandemic. In view of the above cash flows of the Company were adversely affected andhence certain delays have happened in periodic payments to the lenders of the Company. TheCompany is regularizing the payments and is also exploring various options of dischargingthe said liabilities.
During the year M/s Kanhaiya Singh and Associates Cost Accountants(Firm Registration No. 100944) were appointed as Cost Auditors of the Company to audit thecost records of the Company for the financial year 2020-21. Your Company is maintainingthe requisite cost records and the Cost Audit Report for the FY 2020-21 shall be filedwith the Ministry of Corporate Affairs in due course. A certificate from the cost auditorscertifying their independence and arm's length relationship has been received by theCompany.
As per provisions of Section 148(3) of the Companies Act 2013 theremuneration payable to Cost Auditors is required to be approved/ ratified by the membersin a general meeting. Accordingly a resolution seeking shareholders' ratification for theremuneration payable to M/s Kanhaiya Singh and Associates Cost Accountants is included inthe notice convening the AGM.
M/s P.K. Mishra & Associates Practicing Company Secretaries wereappointed as Secretarial Auditor of the Company to conduct secretarial audit for the FY2020-21. The Secretarial Audit Report for the financial year ended March 31 2021 isannexed herewith at Annexure B . The Secretarial Audit Report is self explanatory and doesnot contain any qualification reservation or adverse remarks except that the Company haddelayed in submitting some ROC forms and the same were filed with additional fees. In thisregard it is submitted that the Company will take due care in timely filing of ROC formsin future.
TARC Projects Limited (formerly known as Anant Raj Projects Limited)and Greenline Buildcon Private Limited material subsidiaries of the Company have alsoundergone Secretarial Audit under Regulation 24A of the SEBI Listing Regulations.
Accordingly the Secretarial Audit Report of the above stated companiesfor the financial year ended March 31 2021 issued by M/s P.K. Mishra & AssociatesPracticing Company Secretaries are annexed at Annexure C & D.
Reporting of Frauds by Auditors
During the year under review the Statutory Auditors and InternalAuditors have not reported any instance of frauds committed by the Company its officersor employees under Section 143(12) of the Companies Act 2013.
The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings ofthe Board of Directors and General Meetings respectively have been duly followed by theCompany.
Particulars of Loans Guarantees and Investments
Particulars of loans guarantees and investments have been disclosed inthe notes to the standalone financial statements.
Transactions with Related Parties
The Company has robust processes and procedures for the identificationand monitoring of related party(ies) and related party transactions.
The Company's policy for related party transactions regulate thetransactions between the Company and its related parties. The said policy is available onthe Company's website www.tarc.in. The policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand its related parties.
During the financial year the arrangement/transactions entered into bythe Company with Related Parties as defined under the Companies Act and SEBI ListingRegulations were in the ordinary course of business and on an arm's length basis. Duringthe financial year the Company had not entered into any transaction referred to inSection 188 of the Companies Act with related parties which could be considered materialunder SEBI Listing Regulations. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable
For details on related party transactions members may refer to thenotes of the standalone financial statements.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy was devised in accordance withSection 178 of the Companies Act 2013 and the SEBI Listing Regulations. The Nominationand Remuneration Policy of the Company is aimed at inculcating a performance-drivenculture. Through its comprehensive compensation programme the Company endeavors toattract retain develop and motivate a high-performance workforce. The said policy isavailable on the Company's website www.tarc.in
Evaluation of Board Committees and Directors
As required under Section 134 (3)(p) of the Companies Act 2013 andRegulation 17 of SEBI Listing Regulations the Board of Directors had approved theevaluation criteria for evaluating the performance of the Board of Directors itsCommittees and the performance of Independent Directors.
The Board performance has been assessed against the role andresponsibilities of the Board as provided in the Companies Act 2013 and the SEBI ListingRegulations. The parameters for Board performance evaluation have been derived from theBoard's core role of trusteeship to protect and enhance shareholders' value as well as tofulfill expectations of other stakeholders through strategic supervision of the Company.Evaluation of functioning of Board Committees is based on discussions amongst Committeemembers and shared by the respective Committee Chairman with the Board. IndividualDirectors have been evaluated in the context of the role played by each Director as amember of the Board at its meetings in assisting the Board in realizing its role ofstrategic supervision of the functioning of the Company in pursuit of its purpose andgoals. Evaluation of individual Directors was carried out against the laid downparameters anonymously in order to ensure objectivity. The Independent Directors of theBoard reviewed the performance of the non-Independent Directors and the Board pursuant toSchedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.
The Board assessed the performance of the Independent Directorsindividually and collectively on the parameters such as qualification knowledgeexperience initiative attendance concerns for the stakeholders leadership team workattributes effective interaction independent views and judgement as per the criterialaid down and on an overall assessment as required under Regulation 17(10) SEBI ListingRegulations.
The Board of Directors have assessed performance of the Board as awhole and committees of the Company based on the parameters which amongst other includedstructure of the Board including qualifications experience and competency of Directorsdiversity of Board and process of appointment; Meetings of Board including regularity andfrequency agenda discussion and dissent recording of minutes; functions of Boardincluding strategy and performance evaluation corporate culture and value evaluation ofrisks succession plan focus on the shareholders' value creation effectiveness of Boardprocesses governance and compliance and meaning full communication high governancestandard knowledge of business openness of discussion/integrity and information andfunctioning and quality of relationship between the Board and management.
The members of the Audit Committee Nomination & RemunerationCommittee Stakeholder's Relationship Committee and Corporate Social ResponsibilityCommittee were also assessed on the above parameters and also in the context of theCommittees' effectiveness vis-a-vis the Companies Act and Listing Regulations.
The criteria for evaluation of the committees of Board included mandateand composition effectiveness of the committee structure of the committee regularityand frequency of meetings agenda discussion and dissent recording of minutes anddissemination of information independence of committee from the Board contribution todecisions of the Board and quality of relationship of the committee with the Board andManagement.
Further as required under Schedule IV of the Companies Act 2013 andSEBI Listing Regulations a separate meeting of the independent directors was convenedwhereat independent directors had evaluated the performance of the non- independentdirectors and the Board as a whole as parameters as enumerated above. They also reviewedperformance of the Chairman of the Company on the parameters such as effectiveness ofleadership and ability to steer the meeting impartiality commitment and ability to keepshareholders' interest in mind and also assessed the quality and timeline of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform its duties.
Internal Financial Control
M/s B S D & Co. Chartered Accountants were appointed as InternalAuditor of the Company for the financial year 2020-21. The main thrust of internal auditwas to test and review controls appraisal of risks and business processes besidesbenchmarking controls with the best industry practices. The internal control systemensures compliance with all applicable laws and regulations and facilitates optimumutilization of available resources and protects the interests of all stakeholders. The ERPsystem supports in processes standardization and automation. The internal audit plan isalso aligned to the business objectives of the Company which is reviewed and approved bythe Audit Committee. Further the Audit Committee monitors the adequacy and effectivenessof your Company's internal control framework. Significant audit observations arefollowed-up and the actions taken were reported to the Audit Committee. The Company'sinternal control system is commensurate with the nature size and complexities ofoperations.
The Board on the recommendation of the Audit Committee has appointedPRASS & Associates LLP Chartered Accountant New Delhi as Internal Auditors of theCompany for the financial year 2021-22.
The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan and ensure itseffectiveness. The Audit Committee has additional oversight in the areas of financialrisks and control. The major business and process risks are identified from time to timeby the businesses and functional heads.
Regulation 21 of the SEBI Listing Regulations provides that the RiskManagement Committee is responsible to frame implement monitor risk management plansincluding cyber security and to ensure its robust effectiveness. The details of theCommittee and its terms of reference are set-out in the Corporate Governance Report andform part of this Report.
Vigil Mechanism/ Whistle Blower Policy
The Company has a Whistle Blower Policy and established the necessaryvigil mechanism in line with Section 177(9) of the Act and Regulation 22 of the SEBIListing Regulations to enable the Directors employees and all stakeholders of the Companyto report genuine concerns to provide for adequate safeguards against victimization ofpersons who use such mechanism and make provision for direct access through an email orthrough a letter to be forwarded it to the Chief Operating Officer (COO) of the Companyand in exceptional cases to the Chairman of the Audit Committee. The Whistle BlowerPolicy is posted on your Company's website www.tarc.in
Policy for Prevention Prohibition and Redressal of Sexual Harassmentat Workplace
Your Company has a robust policy on prevention prohibition andredressal of sexual harassment of women at workplace in accordance with The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013("POSH") and Rules made thereunder with the objective of providing a safe andsecure working environment. The policy is gender neutral.
An internal Complaints Committee has been set-up to redress complaintsreceived regarding sexual harassment at various workplaces in accordance with POSH. TheCommittee constituted in compliance with POSH ensures a free and fair enquiry process withclear timelines for resolution.
All employees including of subsidiaries (permanent contractualtemporary trainees) are covered under this policy.
During the financial year under review no case was reported.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/ Outgo
The information on conservation of energy technology absorption andforeign exchange earnings & outgo as stipulated under Section 134(3)(m) of theCompanies Act 2013 ('the Act') read with Rule 8(3) of the Companies (Accounts) Rules2014 as amended is given at Annexure E hereto and forms part of this Report.
Business Responsibility Report
As per Regulation 34 of the SEBI Listing Regulations a BusinessResponsibility Report is annexed as Annexure F to this Board's Report.
Corporate Social Responsibility (CSR)
Your Company believes that business sustainability is closely connectedto the sustainable development of the communities that the business is a part of and theenvironment in which the business operates.
The Board has formulated a CSR Policy of the Company and has initiatedactivities in accordance with the same which amongst others focus on education womenempowerment sustainability and promotion of sports. A copy of the CSR policy is availableon the Company's website www.tarc.in
The Company would continue its search for identifying projects whichare deserving and genuine and would strive to achieve its CSR objectives.
A Corporate Social Responsibility (CSR) Committee has been constitutedin accordance with Section 135 of the Companies Act 2013. The details required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended are given inAnnual Report on CSR Activities appended as Annexure G to this Report.
Pursuant to the provisions of section 92 (3) read with section 134 (3)(a) of the Companies Act 2013 and rules framed thereunder the Annual Return for theFinancial Year ended March 31 2021 is available on the website of the Company iewww.tarc.in.
Your directors wish to place on record their sincere appreciation toall the employees for their dedication commitment and unstinting efforts which hasenabled the Company to consolidate its operations and move on the path of greater successand industry leadership.
Your directors would like to express their sincere appreciation forassistance and co-operation received from vendors and stakeholders including financialinstitutions banks central and state government authorities customers and otherbusiness associates who extended their valuable support during the year under review. Itwill be the Company's endeavour to nurture these relationships in strengthening businesssustainability.
| ||For and on Behalf of the Board of Directors |
| ||Sd/- |
|October 12 2021 ||Anil Sarin |
|New Delhi ||Chairman (DIN 00016152) |