Your Directors are pleased to present the Thirty Sixth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2021.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of the Companys financial results for the Financial Year 2020-21 is asunder:
(` In Lakh)
|Particular || |
| ||March31 2021 ||March 31 2020 ||March31 2021 ||March 31 2020 |
|Revenue from Operations ||17066.42 ||23311.86 ||19583.17 ||27635.29 |
|Other Income ||125.95 ||96.26 ||132.86 ||87.75 |
|Total Income ||17192.37 ||23408.12 ||19716.03 ||27723.04 |
|Less: Expenses ||16790.81 ||22524.70 ||19314.47 ||26839.62 |
|Profit / Loss before tax and Extraordinary / exceptional items ||401.56 ||883.42 ||401.56 ||883.42 |
|Less: Extraordinary / exceptional items ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit before tax ||401.56 ||883.42 ||401.56 ||883.42 |
|Less: Current Income Tax || ||160.73 ||0.00 ||160.73 |
|Less: Previous year adjustment of Income Tax ||(160.73) ||0.00 ||(160.73) ||0.00 |
|Less Deferred Tax ||52.82 ||30.32 ||47.64 ||35.50 |
|Net Profit after Tax ||509.47 ||692.37 ||514.65 ||687.19 |
|Earnings per share (Basic) ||3.82 ||5.19 ||3.86 ||5.15 |
|Earnings per Share(Diluted) ||3.82 ||5.19 ||3.86 ||5.15 |
2. Performance of the company
The profit (after tax) during the year ending 31st March 2021 on Standalone basis wasRs. 509.47 lakh against Profit of Rs. 692.37 lakh for the previous year ended 31st March2020.The company is in the process of securing some projects.
3. Future prospects
The Union Budget 2020-21 provided to support initiatives such as Housing for all andsmart cities Mission. The Govt. allocated Rs 13750 crores to AMRUT and SMART CITIESmission. In March 2021 the Parliament passed a bill to set up the National Bank forFinancing Infrastructure and Development. To fund infrastructure projects in India. Indiais expected to become the worlds third largest construction Market by 2022. Indiawill need investments worth Rs.50 trillion across infrastructure by 2022.FavourableValuation make the sector attractive opportunity. Only 24% of the national Highway networkin India are four Lane therefore presents an immense scope for improvement. The RegionalConnectivity Scheme (RCS) gives opportunity for development of airports. Huge investmentsin infrastructure has provided Momentum to overall PE/VC investment in India.
Your company is getting itself geared up to execute bigger number of projects. It hasgot pending order Booking about Rs. 350 crores. during the financial year 2020-21 4.Significant
1) Following are the changes in the Board of Directors:
(a) The Board of Directors of the company in its meeting held on 24.08.2020 haveapproved the following :
(i) Appointment of Mr. Amit Kumar Goyal as the Non-Executive Director of the Companywhich was approved by the Shareholders at the 35th Annual General Meeting of the Companyheld on 06th November 2020.
(ii) Appointment of Mr. Jayeshbhai M. Patel as the Non-Executive Director of theCompany which was approved by the Shareholders at the 35th Annual General Meeting of theCompany held on 06th November 2020.
a) Re-Constitution of the Board and Committees of Director due to appointment of Mr.Amit Kumar Goyal and Mr. Jayeshbhai M. Patel on the Board.
5. Performance Evaluation
In accordance with the relevant provisions of the Act read with the corresponding Rulesframed thereunder the SEBI Regulations and the Guidance Note on Board Evaluation issuedby SEBI vide its circular dated January 5 2017 evaluation of the performance of theindividual Directors Chairman of the Board the Board as a whole and its individualstatutory Committees was carried out for the year under review. The manner in which theevaluation was carried out and the outcome of the evaluation are explained in theCorporate Governance Report.
6. IMPACT OF COVID-19
The COVID-19 pandemic developed rapidly into a global crisis forcing governments toenforce lock-downs for first half of the FY 2021 of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.
Projects restarted as we fall under essential product categories. During the FY 2021the Companys head Office was mostly work from home as per guidelines. Since June2020 the Company started resuming operations after taking requisite permissions fromGovernment authorities This response has reinforced clients confidence in Tarmat Limitedand many of them have expressed their appreciation and gratitude for keeping theirbusinesses running under most challenging conditions. Although there are uncertainties dueto the pandemic the global economy has gained momentum in the first half of 2021. Thegood balance sheet position fair profitability and inherent resilience of the businessmodel position the Company well to navigate the challenges ahead and continue growth.
State of company affairs
7. Unclaimed Dividend/ Shares
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 if thedividend transferred to the Unpaid Dividend Account of the Company remains unpaid orunclaimed for a period of seven years from the date of such transfer then such unclaimedor unpaid dividend shall be transferred by the Company along with interest accrued if anyto the Investor Education and Protection Fund (the IEPF) a fund establishedunder sub- section (1) of section 125 of the Act.
Mandatory Transfer of Shares to Investors Education and Protection Fund Authority(IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of sevenyears In terms of Section 124(6) of the Companies Act 2013 read with Rule 6 of theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (as amended from time to time) (IEPF Rules) shares on which dividend has notbeen paid or claimed by a shareholder for a period of seven consecutive years or moreshall be credited to the Investor Education and Protection Fund Authority (IEPFA) within aperiod of thirty days of such shares becoming due to be so transferred. Upon transfer ofsuch shares all benefits (like bonus etc.) if any accruing on such shares shall alsobe credited to such Demat Account and the voting rights on such shares shall remain frozentill the rightful owner claims the shares.
Shares which are transferred to the Demat Account of IEPFA can be claimed back by theshareholders from IEPFA by following the procedure prescribed under the aforesaid rules.
Company has transferred the entire unpaid and Unclaimed Dividend to Investor Educationand Protection Fund which was declared in FY 2008-09 2009-10 and 2010-2011. As perRegulation 34(3) read with Schedule V of the Listing Regulations.
The Company has earned decent profits during the year. However the Company would liketo preserve cash for future growth. Hence your Directors have not recommended any dividendfor the Financial Year ended March 31 2021.
There are no transfers to Reserves during the current financial year.
10. Share Capital
The paid up Equity Share Capital as at March 31 2021 stood at Rs. 1333.07 lakhs.During the year under review the Company has not issued any equity shares convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants.
11. Directors and Key Managerial Personnel
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mr. Amit Kumar Goyal (DIN: 05292585) andMr. Jayeshbhai M. Patel (DIN: 08897467) as Non- Executive Directors with effect fromAugust 24 2020. In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Amit Kumar Goyal and Mr. Jayeshbhai M. Patel Non ExecutiveDirectors of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for reappointment. Your Board recommends theirre-appointment(s) as Director(s) for your approval. The brief profile of Mr. Amit KumarGoyal and Mr. Jayeshbhai M. Patel and the resolution for their reappointment asDirector(s) are given in the Notice of the 36th Annual General Meeting (AGM).
12. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
There was no material changes occurred between the end of the financial year of thecompany to which the financial statements relate and date of report.
13. Remuneration of directors and employees
Disclosure comprising particulars with respect to the remuneration of directors andemployees as required to be disclosed in terms of the provisions of section 197(12) ofthe Act and rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure III to this Report.
14. Number of Meetings of the Board of Director
Five (5) Board Meetings were convened and held during the financial year 2020-21.Details of meetings of the Board along with the attendance of the Directors and member ofcommittee therein have been disclosed in the Corporate Governance Report (Annexedherewith).
15. Audit Committee
Audit Committee were comprised of Three Independent Directors and One Non-ExecutiveDirector details of which are provided in the Corporate Governance Report (Annexedherewith).
16. Stakeholders relationship committee
Stakeholders relationship committee were comprised of Three Independent Directors andTwo Non-Executive Directors details of which are provided in the Corporate GovernanceReport (Annexed herewith).
17. Nomination and Remuneration policies
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors. The Policy alsoprovides for remuneration of Directors Members of Senior Management and Key ManagerialPersonnel.
18. Declaration by an Independent Director(s) and re-appointment if any
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
19. Familiarisation programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Companyits management and operation and provides an overall industry perspective as well asissues being faced by the industry. The details of various familiarisation programmesprovided to the Directors of the Company is available on the Companyswebsitewww.tarmatlimited.com.
20. Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors report.
21. Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
M/s. Mehta Kothari & Associates Chartered Accountants (FRN 106247W) CharteredAccountants was reappointed for a second term as Statutory Auditors of the Company untilthe conclusion of the 37th Annual General Meeting of the Company.
During the year under review the Auditors have not reported any fraud under Section143 (12) of the Act and therefore no detail are required to be disclosed under Section134(3)(ca) of the Act.
There is no audit qualification reservation or adverse remark for the year underreview.
23. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Prashant DiwanPracticing Company Secretary was appointed Secretarial Auditors of the Company. The reportof the Secretarial Auditors is enclosed as Annexure-IV to this report. The Company hasreceived the Secretarial Audit report with few observations on which the managementreplies are as below.
Replies to point no. (i) to (iv) and (ix)- The management has initiated allnecessary actions to regularize but the COVID - 19 situations have delayed the results.
Replies to point no (v) to (viii) and (x)- On the basis of representation made bycompany with all valid supporting documents before the Regulatory authorities viz.SEBIBSE and NSE - all have been regularized . The Regulatory authorities have no pointsagainst the Company. In Secretarial auditors report these are repetition of pointswhich have already been settled with Regulatory Authorities.
24. Disclosure about Cost Audit:
As per the Cost Audit Orders Cost Audit is applicable to the Company.
In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Mr. Satish Ramanlal Shah Cost Accountants have been appointed asCost Auditors to conduct the audit of cost records of your company for the financial year2021-22. The remuneration proposed to be paid to them requires ratification of theshareholders of the Company. In view of this ratification for payment of remuneration toCost Auditors is being sought at the ensuing AGM.
25. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 which forms anintegral part of this Report.
26. Vigil Mechanism and Whistle Blower
The Company has established a Vigil Mechanism and Whistle Blower Policy for itsDirectors and Employees to provide a framework to facilitate responsible and securereporting of concerns of unethical behavior actual or suspected fraud or violation of theCompanys Code of Conduct & Ethics.
The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Companyand the web-link to the same is www.tarmatlimited.com.
27. Extract of Annual Return
Pursuant to the provisions of sections 92(3) and 134(3)(a) of the Act and the Companies(Management and Administration) Rules 2014 an extract of the annual return in Form no.MGT-9 is annexed as Annexure II to this Report and is also available on the website of theCompany i.e. www.tarmatlimited.com
28. Public Deposit
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
29. Particulars of loans guarantees or investments under section 186
No loans guarantees or Investments covered under sections 186 of the Companies Act2013 have been given or provided during the year.
30. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contracts or arrangements with related partiesreferred to in Section 188(3) of the Companies Act 2013.
31. Management discussion and analysis report
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report.
32. Corporate Governance
Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations")alongwith certificatefrom
Auditors regarding compliance of the Corporate Governance are given separately in thisAnnual Report.
All Board members and senior management personnel have affirmed compliance with thecode of conduct for the year 2020-21.
33. Compliance with Secretarial Standards
Your directors confirm that during the year under review the Company has been inapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
34. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The information as required under Section 134(3) (m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is given below:
i. Conservation of energy:-
a) Improvisation and continuous monitoring of Power Factor and replacement of weakcapacitors by conducting periodical checking of capacitors.
b) The Company has endeavored to optimize the use of energy resources and takenadequate steps to avoid wastage and use latest production technology and equipment.
c) Though the Company is making adequate use of energy resources it is looking forwardto setup necessary energy conservation equipments in near future.
ii. Technology Absorption:-
a) The Company continues to use the latest technologies for improving the productivityand quality of its services and products.
b) The Companys operations do not require significant import of technology.
iii. Foreign exchange earnings and Outgo:-
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is NIL
35. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors state that:
(i) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(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 of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 further state that they have laid down internal financial controlsto be followed by the company and that such internal financial controls are adequate andwere operating effectively.
(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.
36. Orders passed by the Regulators or Courts or Tribunals
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status of the Companys operation in future.
The Management hereby take this opportunity to thank the Shareholders Regulators andGovernment Authorities Financial Institutions Banks Customers Suppliers. TheManagement also wishes to place on record their appreciation of the employees at alllevels for their hard work dedication and commitment.
For and on behalf of the board of directors
Mrs. Regina Manish Sinha
Date: 14th August 2021