TO THE MEMBERS OF TARINI INTERNATIONAL LIMITED
Your Directors are pleased to present their Annual Report on the working of the Companyfor the period from 1st April2015 to 31st March 2016with audited statements of accounts :-
The Company's Financial Performances during the year 2015-16 as compared to theprevious year 2014-15 is summarized below:-
|Particulars || |
STANDALONE for the year ended
CONSOLIDATED for the year ended
| ||March 31 2016 ||March 31 2015 ||March 31 2016 ||March 31 2015 |
|Total Revenue ||29439420 ||27810038 ||29441027 ||27848251 |
|Total Profit before tax ||7988392 ||2871409 ||7913552 ||2613633 |
|Total Profit after tax ||5519979 ||2194237 ||5463908 ||1936462 |
RESERVES & SURPLUS
The Company's reserve & surplus in the year 2016 has increased to Rs.162338104/- as compared to the previous year figure of Rs. 156818125/-.
Further the Company's reserve & surplus in the year 2016 as per the ConsolidatedBalance sheet has increased to Rs.163081488/- as compared to the previous year figureof Rs.154654111/-.
During the Year and review your Company has rendered technical Consultancy related tohydro power and T&D projects. The Company also retains the operation and maintenancecontract for Damanganga hydro power project in Gujarat. The Gross revenues of your Companywas Rs. 294.39 lakhs and the Profit after taxes recorded was Rs.55.19 Lakhs. The earningsper equity share (of face value Re. 10) for the year is Rs.
Your Company continues to be a preferred sub-contractor for M/s ABB and look forward toparticipating in their future projects.
Your Company is in the process of bidding for upcoming projects in hydro powertransmission & distribution along with other related projects in India and abroad.
Your Company intends to take a leap forward by participating in larger scale projectsby way of partnering as consortium with other large Multi National Companies withexperience in the field of operation of your Company so as to ensure a winning propositionin securing the bids and smooth execution.
Your Company is also making continuous efforts in taking ahead the hydro projects inLesotho which are held up due to timely statutory clearances required to be granted by theconcerned authorities - Govt of Lesotho.
Your Company has lot of activities in the coming months and your Directors look forwardto fruitful year ahead.
In view if the foregoing your Directors are confident of achieving better workingresults in the coming years.
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 Lifesciences 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 VCG & Co Chartered Accountants will retire at the forthcoming Annual GeneralMeeting and are eligible for reappointment. In accordance with the Companies Act 2013 itis proposed to ratify the appointment till the conclusion of the 18th AnnualGeneral Meeting subject to the approval of shareholders.
The Auditors have given certain observations in their Audit report as under:
(a) The holding company and its subsidiaries has made certain advances amounting to Rs.575 Lakhs during the previous financial year for which documents related to such advancesgiven by the group companies were not available as the documents were impounded by theincome tax authorities as mentioned in note no 29 of the financial statements. Furtherconfirmation from the parties as at end of the year was not found on records. In view ofnon-availability of related documents and other alternate audit evidence to corroboratethe management's assessment of recoverability of these advances we are unable to commenton the extent to which these balances are recoverable.
For the above observation your Directors would like to state that the said partiescould not give balance confirmation certificates in view of' the fact that the enquiriesof the Income Tax Authorities are still continuing. However your Directors are followingup with the respective Companies for the Balance Confirmation Certificates and are hopefulto get the same as soon as possible. It is pertinent to mention the advances stand good asand when the project takes off the ground which is stalled due to on going investigations.
(b) We draw attention to note 27 to Financial Statement regarding the investmentmade by amounting Rs.68 Lakhs in a subsidiary who has suffered recurring losses and has anet capital 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 financialstatements of holding company do not include any adjustments relating to therecoverability and classification of asset carrying amounts that might result that thesubsidiary be unable to continue as a going concern.
Though there is an accumulated loss in the subsidiary company the said company viz.Venture Infrastructure Limited has not bagged new projects or work orders due torecession scenario around in infrastructure areas.. However lot of bids are still openfor participation and the said company will bag some orders in the near future and henceyour directors are of the opinion that no adjustment is required at this stage and thesame will be done at the appropriate time.
(c) in respect of provision for impairment of goodwill aggregating to Rs. 6840411/-arising on consolidation of a subsidiary whose net worth is substantially eroded as atMarch 31 2016 not considered necessary by the management. In absence of valuation ofinvestments in the subsidiary we are unable to comment whether any impairment of goodwillis required.
The position with regard to the subsidiary in question has been explained to the replyfor the observation at Point No. (b) above.
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 2015-16. The Secretarial Audit Report forthe financial year ended March 31 2016 is appended as Annexure I to this Report.
The Report contains the following observations:-
1. We draw attention to the note 29 of the financial statements regarding the surveyoperations conducted u/s 133A of income tax Act 1961 by the Income tax Authorities in thecompany's premises during the previous year of which outcome is awaited. However themanagement is confident about no adverse impact due to such outcome.
2. The company has given the collateral guarantee for the loan taken by its associatecompany & loans / advances granted amounting to Rs. 1917.65 Lakhs to groupcompanies / associated companies in which directors are interested; To this extentthere is a non-compliance of provisions of sections 185 186 and 188 of the Companies Act2013.
3. The show cause notice dated 19th November 2014 issued by the SEBI is yet to besettled as correspondences are still being exchanged between SEBI and the Company.
4. 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.
5. During the year under review there was delay in depositing TDS deducted fromvarious parties Employers and Employees contribution towards PF.
Your Directors would like to clarify as under to the said observations:
1. The observation is a factual statement and your Directors are of the opinion thatthis observation does not need any reply.
2. 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.
3. The observation is a factual statement and your Directors are of the opinion thatthis observation does not need any reply.
4. Your Directors are looking for a suitable person for appointment which will be doneas earliest as possible.
5. 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.
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 Board's Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met (7) Seven times during the financial year viz; on 03.04.2015 30.05.201505.08.2015 31.08.2015 01.10.2015 13.11.2015 and 15.02.2016. .The necessary quorum waspresent in all the meetings. The intervening gap between any two meetings was not morethan one hundred and 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 the Board'sReport.
COMMITTEES OF THE BOARD
The Board has three committee's viz. the audit committee nomination and remunerationcommittee and Shareholders' / Investors' Grievance Committee
The details pertaining to composition of above committees are given separately atAnnexure III to the Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act 2013 Mr. Vakamulla Chandrashekhar (DIN:00073657) retires at the ensuing Annual General Meeting and being eligible seeksreappointment. The Board recommends his re appointment.
The brief profile of the Director who is to be re-appointed are furnished in thenotice of annual general meeting. The Board recommends re-appointment of above saidDirector.
DIRECTORS' RESPONSIBILITY STATEMENT
The Audited Accounts for the financial year ended March 31 2016 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 2015-16 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 arm's lengthbasis. The Company has not entered in any material related party transaction during theyear.
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 partydisclosures as prescribed under Accounting Standard 18.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statement including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting 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 WhistleBlower 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 Company's 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 Board's 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 217(1)(e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the report of the Board of Directors) Rules 1988 regardingConservation of Energy 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 State Bank of India andvarious Government agencies. Your Directors also wish to thank all the employees for theirco-operation.
By Order of the Board of Directors For Tarini International Limited
|Vakamulla Cnandrashekhar ||V. Anu Naidu |
|Managing Director ||Whole Time Director |
|DIN 00073657 ||DIN 00073661 |
|Date: 02.09.2016 || |