TO THE MEMBERS OF TARINI INTERNATIONAL LIMITED Dear Shareholders
Your Directors are pleased to present the Twenty Second Annual Report on the working ofthe Company for the period from 1st April 2020 to 31st March 2021with audited statements of accounts
The Companys Financial Performances during the year 2020-21 as compared to theprevious year 2019-20 is summarized below: -
|Particulars || |
STANDALONE for the year ended
CONSOLIDATED for the year ended
| ||March 31 2021 ||March 31 2020 ||March 31 2021 ||March 31 2020 |
|Total Revenue ||20546573 ||24321330 ||17528791 ||17768861 |
|Total Profit before tax ||4815467 ||4456143 ||1252420 ||(1998916) |
|Total Profit after tax ||3143543 ||2464213 ||12656297 ||6520251 |
RESERVES & SURPLUS
The Companys reserve & surplus in the year 2021 as per the Standalone Balancesheet has increased to Rs.177213427/- as compared to the previous year figure of Rs.174069884/-
Further the Companys reserve & surplus in the year 2021 as per theConsolidated Balance sheet has decreased to Rs. 159902435/- as compared to the previousyear figure of Rs. 160321939/-
On the successful lines your Company continues to retain the operation &maintenance (O&M) contract for the said project. Keeping in view the good generationby the contractee company your companys revenue also on the increasing path.
Your Company informs that after a lull period of almost two consecutive years owningto lockdown and subsequently overall slowdown in the economy your Company has swung backinto action and is close to securing two contracts (1 domestic & 1 international) assub contractors for substantial amount of contract in the near future.
Your Company is also contemplating to revive the other contracts in hand which weretemporarily put on hold due to lockdown uncertainty.
With a view to provide a cushion for any financial contingencies in the near future andto strengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
The Company has (02) two subsidiaries Tarini Sugars and Distillaries Limited andVenture Infrastructure Limited There are (02) two associate companies within the meaningof Section 2(6) of the Companies Act 2013 (Act) i.e. Tarini Infrastructure Limited andTarini Life sciences Limited. There has been no material change in the nature of thebusiness of the subsidiaries and there is no company which have become or ceased to becomesubsidiary joint-venture or Associate Company during the year.
Pursuant to Section 129(3) of the Companies Act 2013 and Accounting Standard - 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the Financial Statements of its Subsidiaries.
Further a separate statement containing the salient features of the financialstatements of subsidiaries of the Company in the prescribed form AOC-1 has been given inthe Consolidated Financial Statements. In terms of provisions of Section 136 of theCompanies Act 2013 the Company will place separate audited accounts of the SubsidiaryCompanies on its website.
The Company will make available physical copies of these documents upon request by anyshareholder of the Company / subsidiary interested in obtaining the same.
These documents shall also be available for inspection at the Registered Office of theCompany during business hours up to the date of ensuing AGM.
The Company has not accepted any Public Deposit pursuant to provisions of section 73 ofthe Companies Act 2013 during the period under review.
M/s M. Modi & Associates. Chartered Accountants continues to be the StatutoryAuditors of the Company on the remuneration to be decided by the Board of Directors. M/sM. Modi & Associates. Chartered Accountants have submitted a certificate confirmingthat their appointment is within the limits prescribed in the Section 139 read withSection 141 of the Act.
The Statutory Auditors have given certain observations in their Audit report as under:
We draw attention to note 31 to Financial Statement regarding the investment amountingRs.121.59 Lakhs in the subsidiaries which has suffered recurring losses and has a netcapital deficiency. The financial statements of that subsidiary have been preparedassuming that the Company will continue as a going concern. These conditions raisesubstantial doubt about its ability to continue as a going concern. The standalonefinancial statements do not include any adjustments relating to the recoverability andclassification of asset carrying amounts that might result that the subsidiary be unableto continue as a going concern. Had the provision been made in the books of account theprofit before tax for the year would have been converted into loss amounting to Rs. 73.44Lakhs. <
Though there is an accumulated loss in the subsidiary companies the said companies hasnot bagged new projects or work orders due to recession scenario. However lot of bids arestill open for participation and the said company will bag some orders in the near futureand hence your directors are of the opinion that no adjustment is required at this stageand the same will be done at the appropriate time.
The other observations of the Auditor are self explanatory and need no reply from theBoard of Directors.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Manoj Sharma Partner RSMV & Co. Practising Company Secretaries toconduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended March 31 2021 is appended as Annexure I to this Report.
The Report contains the following observations:-
1. The holding company has given the collateral guarantee for the loan taken by itsassociate company / Directors & loans / advances granted amounting to Rs. 380.39 Lakhsto group companies in which directors are interested; the holding company is yet to complywith the provisions of section 186 of the Companies Act 2013.
2. The Enforcement Directorate under the Prevention of Money Laundering Act 2002 hasprovisionally attached the farm house of the Company and the company has obtained the stayfrom the High Court of Delhi against the said attached order.
3. The Securities and Exchange Board of India ("SEBT) has passed the order dated29.03.2019 under section 11 and 11B of the Securities and Exchange Board of India Act1992. The company has contested the said order in the Securities Appellant Tribunal videAppeal No. 179/2019 which has passed an interim order dated 03.05.2019 for no coerciveaction.
4. The Adjudicating Officer Securities and Exchange Board of India has passed theorder dated 10.02.2020 under section 15-1 of the Securities and Exchange Board of IndiaAct 1992. The company has filed an appeal against the said order in the SecuritiesAppellant Tribunal.
5. The Nomination and Remuneration Committee consists of one Executive Director(Promoter) in the place of Non-Executive Director. To this extent there is non-complianceof provision of section 178 (1) of the Companies Act 2013.
6. An Investigation process was initiated by Regional Director (North) Ministry ofCorporate Affairs conseguent to SEBI communication received by MCA under Section210(1)(c) of the Companies Act2013. The Company is co-operating and provided documents assought and has been ordered by the Inspectors appointed for the purpose of the saidinvestigation.
7. The Registrar of Companies NCT of Delhi & Haryana had issued a show causenotice vide no. ROC/TS/PP/Tarini/SCN/448/CO/7982 dated 11.12.2018 under section 447 of theCompanies Act 2013 for alleged violation of section 448 of the
Act. The Company vide its letter dated 19th December 2018 furnished thereply and has contested the preposterous allegations therein. As per the informationprovided to us the Company has not received any reply from the ROC
8. During the year under review there was delay in depositing TDS deducted fromvarious parties Employers and Employees contribution towards PF.
9. During the year under review Mr. Abhilash Chand Jain as demised and in his placeMr. Durga Prasad was appointed as CFO w.e.f 19th July 2021 within the timepermitted under Section 203 of the Companies Act 2013 read with rules there under.
Your Directors would like to clarify as under to the said observations:
1. It should be noted that these loans were given for execution of various work itemsby these companies for the projects proposed to be undertaken by the Companies under thesame management. It should also be noted that these Companies have no source of fundingsuch as bank loans etc. due to infra start ups in nature. Though the company has ratifiedthe aforesaid advances in the AGM of the company held on 28th September 2019the loan is still continuing.
2. The Company has obtained the stay from the High Court of Delhi against the saidattached order and the stay continues.
3. The observation is a factual statement and your Directors are of the opinion thatthis observation does not need any reply.
4. The observation is a factual statement and your Directors are of the opinion thatthis observation does not need any reply.
5. Your Directors are looking for a suitable person for appointment which will be doneas earliest as possible.
6. The Company provided the necessary information and statement was recorded during theyear 2019 and clarified its position the RD (North Delhi). The company had also contestedthe same through a Writ in the Honble High Court of Delhi. The final outcome of theWrit is still awaited. In view of this your Directors dont foresee any immediateaction in this matter.
7. The Company vide its letter dated 19th December 2018 furnished the replyand has contested the preposterous allegations therein. It is also pertinent to mentionthe said is also based on SEBI Communication on the same fake premise. The company is alsofacing double jeopardy and violation of rights and contemplating defending itself withoutprejudice.
8. Your Directors clarify that the delay is due to the reasons beyond their control. 'However since the position has slightly improved your Directors hope to meet theseliabilities in future within the stipulated time.
9. The observation is a factual statement and your Directors are of the opinion thatthis observation does not need any reply.
Your Company has been Complying with the principles of good corporate governance overthe years and is committed to the highest standards of Compliance.
Pursuant to the Listing Agreement executed by your Company with the BSE read withRegulation 15(2) of SEBI (LODR) Regulations 2015 the provisions with regard tocompliance of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to(i) of Regulation 46 (2) and Para C D and E of schedule V are not applicable to yourcompany keeping in view the fact your company is listed in the SME Platform of the BSELimited.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required under SEBI (LODR) Regulations 2015 the Management Discussion and AnalysisReport is attached herewith and forms part of this report.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of CSR as specified in Section 135 of the Companies Act2013 are not applicable to your Company.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 extract of the annualreturn in the prescribed format is appended as Annexure II to the Boards Report. TheAnnual Return of the Company is available on the website of the Company at the linkwww.tariniindia.com as per section 92(3) of the Companies Act 2013 and rule 12 of theCompanies (Management and Administration) Rules 2014 as amended from time to time.
NUMBER OF MEETINGS OF THE BOARD
The Board met (6) Six times during the financial year viz; on 01.06.2020 29.07.202004.09.2020 29.10.2020 13.11.2020 and 09.02.2021.The necessary quorum was present in allthe meetings. The intervening gap between any two meetings was not more than one hundredand twenty days as prescribed by the Companies Act 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board has been disclosed separately at Annexure III to theBoards Report.
COMMITTEES OF THE BOARD
The Board has three committees viz. the audit committee nomination andremuneration committee and Shareholders / Investors Grievance Committee
The details pertaining to composition of above committees are given separately atAnnexure III to the Boards Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act 2013 Mrs. V Anu Naidu (DIN: 00073661)retires at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re appointment.
During the Financial Year Mr. Abhilash Chand Jain ceased to be a Chief FinancialOfficer (CFO) due to his sudden demise on 25.01.2021. Your Board places on record itsappreciation for the services rendered by the CFO. Mr. Durga Prasad has been appointed asCFO of the Company w.e.f. from 19th July 2021.
The brief profile of the Director who is to be re-appointed /appointed are furnishedin the notice of the annual general meeting. The Board recommends re-appointment/appointment of above said Director.
DIRECTORS RESPONSIBILITY STATEMENT
The Audited Accounts for the financial year ended March 31 2021 are in conformity withthe requirements of the Companies Act 2013. Pursuant to Section 134(5) of the CompaniesAct 2013 your directors hereby confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss account of the company for that period.
iii) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv) The Directors had prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS AND GUARANTEES
Pursuant to the requirement under Section 134(3) (g) of the Companies Act 2013 theparticulars of loans guarantees or investments under Section 186 of the Act as at end ofthe Financial Year 2020-21 are attached as Annexure - IV which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. The Company has not entered in any material related party transaction duringthe year.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2 atAnnexure V and the same forms part of this report.
Please refer Note No. 35 to the financial statement which sets out related partydisr.lnsi iras as nrasrrihfid i indar Ar.r.ni intinn Standard 1R
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statement including adherence to the Companys policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
The detailed information about internal controls is set out in the ManagementDiscussion & Analysis report which is attached and forms part of this Report.
The Company has implemented a Whistle Blower Policy and has established a vigilmechanism for employees and Directors to report their genuine concerns. The Whistle
Blower Policy complies with the requirements of Vigil mechanism as stipulated underSection 177 of the Companies Act 2013. The details of establishment of the Whistle BlowerPolicy/Vigil mechanism have been disclosed on the website of the Company.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or Courts ortribunals impacting the going concern status and Companys operations in future.
PARTICULARS OF EMPLOYEES
The information required under section 197 (12) of the Act Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is appended as Annexure VI to the Boards report.
As far as the disclosure with regard to Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the information may be treated as NIL.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Provisions of Section 134(3)(m) of the Companies Act 2013 regarding Conservation ofEnergy and Technology Absorption does not apply to your Company.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the year under review the foreign exchange earnings and the expenditure was nil.
BUY BACK OF SECURITIES
The Company has not made any offer for buy back of its securities during the year underreview.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
Your Company has in place a formal policy for prevention of sexual harassment of itswomen employees in line with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its banker Bank of India and variousGovernment agencies. Your Directors also wish to thank all the employees for theirco-operation.