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Tarmat Ltd.

BSE: 532869 Sector: Infrastructure
NSE: TARMAT ISIN Code: INE924H01018
BSE 00:00 | 17 Feb 29.00 -0.95
(-3.17%)
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30.90

HIGH

30.90

LOW

28.95

NSE 00:00 | 17 Feb 29.00 -0.50
(-1.69%)
OPEN

30.50

HIGH

30.70

LOW

28.70

OPEN 30.90
PREVIOUS CLOSE 29.95
VOLUME 1501
52-Week high 45.15
52-Week low 19.75
P/E 15.85
Mkt Cap.(Rs cr) 32
Buy Price 28.95
Buy Qty 10.00
Sell Price 30.25
Sell Qty 49.00
OPEN 30.90
CLOSE 29.95
VOLUME 1501
52-Week high 45.15
52-Week low 19.75
P/E 15.85
Mkt Cap.(Rs cr) 32
Buy Price 28.95
Buy Qty 10.00
Sell Price 30.25
Sell Qty 49.00

Tarmat Ltd. (TARMAT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Fourth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Company's financial results for the Financial Year 2018-19 is asunder:

(Rs In Lakh)

Particular

Standalone

Consolidated

March 312019 March 312018 March 312019 March 312018
Revenue from Operations 9559.51 6168.40 13163.30 20535.73
Other Income 2184.66 1904.71 2182.35 1150.98
Total Income 11744.17 8073.11 15345.65 21686.71
Less: Expenses 11673.20 8062.92 15274.68 21676.52
Profit / Loss before tax and Extraordinary / exceptional items 70.97 10.19 70.97 10.19
Less: Extraordinary / exceptional items 0.00 0.00 0.00 0.00
Profit before tax 70.97 10.19 70.97 10.19
Less: Current Income Tax 0.00 0.00 0.00 0.00
Less: Previous year adjustment of Income Tax 0.00 (119.54) 0.00 (119.54)
Less Deferred Tax 13.92 5.01 13.16 5.77
Net Profit after Tax 57.05 124.72 57.81 123.96
Earnings per share (Basic) 0.52 1.14 0.53 1.13
Earnings per Share(Diluted) 0.52 1.14 0.53 1.13

2. Performance of the company

The profit (after tax) during the year ending 31st March 2019 on Standalone basis wasRs. 57.05 lakh against Profit of Rs. 124.72 lakh for the previous year ended 31st March2018. The company is in the process of securing some projects.

3. Future prospects

In terms of Govt of India's policy of boosting to the infrastructure sector Tarmatinitiated it's efforts to secure maximum number of projects in Future. In view of suchefforts the company has projects worth about Rs. 500 Crores in hands to be executed overtwo and half year. To support completions these projects the company is putting it'sefforts to tie up adequate financial support from banks.

Capital and Finance

The company to support issue of fresh capital on Preferential basis to the promotersand other investors the Company increased it's Authorised capital from Rs. 12.00 Crores toRs. 16.00 Crores as on date.

4. Significant events during the financial year 2018-19

The company is Happy to inform its shareholders that Tarmat has settled all itsoutstanding dues with all of its bankers. The company is in the process of applying forfresh facilites with exisiting and new bankers.

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. 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 or unclaimed for a period ofseven years from the date of such transfer then such unclaimed or unpaid dividend shall betransferred by the Company along with interest accrued if any to the Investor Educationand Protection Fund (‘the IEPF') a fund established under subsection (1) of section125 of the Act. The details of unclaimed/unpaid dividend are available on the website ofthe Company viz. HREF="http://www.tarmatlimited.com/">www.tarmatlimited.com .

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 details of theshares in the

7. Dividend

Due to inadequate profit during the year your Directors have not recommended anydividend for the Financial Year ended March 312019.

8. Reserves

There are no transfers to Reserves during the current financial year.

9. Share Capital

The paid up Equity Share Capital as at March 31 2019 stood at Rs. 1096.07 lac. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants.

10. Directors and Key Managerial Personnel

During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mrs. Regina Manish Sinha (DIN: 08488285)as an Additional Director designated as NonExecutive and Independent Director with effectfrom May 02 2019. In terms of Section 161 (1) of the Act Mrs. Regina Manish Sinha (DIN:08488285) holds office up to the date of ensuing Annual General Meeting. The Company hasreceived requisite notice in writing from a member proposing Mrs. Regina Manish Sinha(DIN: 08488285) name for the office of Director. Accordingly the Board recommends theresolution in relation to appointment of Mrs. Regina Manish Sinha (DIN: 08488285) as anAdditional Director designated as NonExecutive and Independent Director for the approvalby the members of the Company. Brief profile of Mrs. Regina Manish Sinha (DIN: 08488285)has been given in the Notice convening the Annual General Meeting.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Ramesh Chander Gupta (DIN: 00554094) as an Additional Directordesignated as Non-Executive and Independent Director with effect from May 02 2019. Interms of Section 161 (1) of the Act Mr. Ramesh Chander Gupta (DIN: 00554094) holds officeup to the date of ensuing Annual General Meeting. The Company has received requisitenotice in writing from a member proposing Mr. Ramesh Chander Gupta (DIN: 00554094) namefor the office of Director. Accordingly the Board recommends the resolution in relationto appointment of Mr. Ramesh Chander Gupta (DIN: 00554094) as an Additional Directordesignated as Non-Executive and Independent Director for the approval by the members ofthe Company. Brief profile of Mr. Ramesh Chander Gupta (DIN: 00554094) has been given inthe Notice convening the Annual General Meeting.

Further As per Section 149(10) of the Act an Independent Director shall hold officefor a term of upto five consecutive years on the Board of a Company but shall be eligiblefor re-appointment on passing a special resolution by the Company for another term of uptofive consecutive years on the Board of a Company. Mr. Ramesh Chander Gupta (DIN: 00554094)was appointed as an Independent Non Executive Director of the

Company by the members at the 29th AGM of the Company held on Tuesday 30th September2014 for a period of five consecutive years commencing from 1st April 2014 upto31stMarch 2019. Based on recommendation of Nomination and Remuneration Committee and interms of the provisions of Sections 149 150 152 read with Schedule IV and any otherapplicable provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Mr. Ramesh Chander Gupta being eligible forre-appointment as an Independent Director and offering himself for re-appointment isproposed to be re-appointed as an Independent Director for second term of five consecutiveyears from 1st April 2019 upto 31st March 2024.

Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Mr. Amit Shah (DIN: 08467309) as an Additional Director designated as ExecutiveDirector with effect from May 30 2019. In terms of Section 161 (1) of the Act Mr. AmitShah (DIN: 08467309)) holds office up to the date of ensuing Annual General Meeting. TheCompany has received requisite notice in writing from a member proposing Mr. Amit Shah(DIN: 08467309) name for the office of Director. Accordingly the Board recommends theresolution in relation to appointment of Mr. Amit Shah (DIN: 08467309) as an AdditionalDirector designated as Executive Director for the approval by the members of the Company.Brief profile of Mr. Amit Shah (DIN: 08467309) has been given in the Notice convening theAnnual General Meeting.

Mr. C. S. Sanghavi resigned as Non-Executive Independent Director of the Boardeffective from April 08th 2019 to pursue other interests and commitments. The Boardplaces on record its deep appreciation for the services rendered by Mr. C. S. Sanghaviduring his tenure as Director and Member of various committees of the Board of Directorsof the Company.

Mr. Pratul Govind Dube resigned as Non-Executive Independent Director of the Boardeffective from May 29th 2019 to pursue other interests and commitments. The Board placeson record its deep appreciation for the services rendered by Mr. Pratul Govind Dube duringhis tenure as Director and Member of various committees of the Board of Directors of theCompany.

Mrs. Saramma Varghese resigned as Executive Director of the Board effective from May30th 2019. The Board places on record its deep appreciation for the services rendered byMrs. Saramma Varghese during her tenure as Director and Member of various committees ofthe Board of Directors of the Company.

Mr. Dilip Varghese resigned as Managing Director (Executive Director) of the Boardeffective from June 12th 2019. The Board places on record its deep appreciation for theservices rendered by Mr. Dilip Varghese during his tenure as Director and Member ofvarious committees of the Board of Directors of the Company. Mr. Dilip Varghese appointedas Chief Executive Officer (CEO) w.e.f.13th June 2019.

Mr. Jerry Varghese resigned as Executive Director (Chairman) of the Board effectivefrom June 12th 2019. The Board places on record its deep appreciation for the servicesrendered by Mr. Jerry Varghese during his tenure as Director and Member of variouscommittees of the Board of Directors of the Company. Mr. Jerry Varghese appointed as ChiefOperating Officer (COO) w.e.f.13th June 2019

11. 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 were no material changes affecting the nature of business and financial positionof the Company during the year under review except repayment of all dues to Vijay Bank andKotak Mahindra Bank.

12. 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.

13. Number of Meetings of the Board of Director

Five (5) Board Meetings were convened and held during the financial year 2018-19.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).

14. Audit Committee

Audit Committee were comprised of 3 members including 2 Independent Directors and 1Executive Director details of which are provided in the Corporate Governance Report(Annexed herewith).

15. Stakeholders relationship committee

Stakeholders relationship committee were comprised of 3 members including 2 IndependentDirectors and 1 Executive Director details of which are provided in the CorporateGovernance Report (Annexed herewith).

16. 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.

17. 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.

18. 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 Company'swebsitewww.tarmatlimited.com .

19. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

20. 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.

21. Auditors

M/s. Mehta Kothari & Associates Chartered Accountants (FRN 106247W) were appointedas Statutory Auditors of the Company for a period of five consecutive years at the AnnualGeneral Meeting (AGM) of the Members held on September 29 2018 on a remuneration mutuallyagreed upon by the Board of Directors and the Statutory Auditors. Their appointment wassubject to ratification by the Members at every subsequent AGM held after the AGM held onSeptember 29 2018. Pursuant to the amendments made to Section 139 of the Companies Act2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 the requirement ofseeking ratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.

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

22. 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-IVto this report. The Company hasreceived the Secretarial Audit report with few observations on which the managementreplies are as below.

(i) The share application moneys are being reconciled. No sooner it is complete theamount will be transferred to the investors protection and education fund.

(ii) The e-form MR1 is now filed. The Auditor checked.

(iii) A small fraction of the promoters holding is left for dematerialization whichwill be done soon.

(iv) The respective bank account with Standard chartered bank is in active form whichis being activated to transfer the fund.

(v) There was informal meeting amongst them but it was not recorded meanwhile two ofthe directors left on expiry of their terms. This year we will prevail upon them to hold ameeting soon.

(vi) to (x) (xii) & (xvii)- In these cases it is observed that the company thoughcomplied with the requirement by filing the required documents but with little delay. Thecompany regularized those by paying requisite penalties imposed by the authorities.

(vi) The company filed all requisite documents but there were some requirements raisedby NSE vide letter no. NSE/LIST/6806 DTED 01/06/2018 which was suitably responded by thecompany.

23. Disclosure about Cost Audit:

As per the Cost Audit Orders Cost Audit is applicable to the Company for the FY2018-19.

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 year2019-20. 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.

24. 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.

25. 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 theCompany's 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 .

26. 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

27. 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.

During the year company has taken unsecured loan from Directors which is not consideredas deposit.

28. 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.

29. 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.

30. 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.

31. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") along with a certificate from Auditors regarding compliance of theCorporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with thecode of conduct for the year 2018-19.

32. Compliance with Secretarial Standards

Your directors confirm that during the year under review the Company has been incompliance with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

33. Sexual harassment

For the year under review there was no woman employee in the employment of the companyTherefore the provisions of the Act was not complied with.

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 Company's 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 March2019 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 Company's operation in future

37. Acknowledgements

The Management hereby take this opportunity to thank the ShareholdersRegulators 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: 10th August 2019 Chairperson
Place: Mumbai DIN: 08488285