Your Directors have pleasure in presenting the 25th Annual Report of yourcompany together with the AuditorsReportfortheyearended31stMarch2019.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2019.
(Rupees in lakhs)
| ||Year ended 31/3/2019 Standalone ||Year ended 31/03/2018 Standalone ||Year ended 31/3/2019 Consolidated ||Year ended 31/3/2018 Consolidated |
|Income from operations ||209.00 ||195.11 ||213.00 ||195.11 |
|Profit/(Loss) before epreciationInterest & tax ||151.84 ||108.06 ||153.79 ||107.20 |
|Interest ||16.45 ||15.55 ||16.46 ||15.55 |
|Depreciation ||0.30 ||0.32 ||0.30 ||0.32 |
|Profit/(Loss) before tax ||135.09 ||92.19 ||137.03 ||91.33 |
|Prior period tax ||(-)11.78 ||7.66 ||(-)11.78 ||7.66 |
|Provision for tax ||25.74 ||31.59 ||26.11 ||31.59 |
|Deferred tax ||(-) 6.78 ||(-)0.38 ||(-) 6.78 ||(-)0.38 |
|Profit/)(Loss) after tax ||127.91 ||53.32 ||129.48 ||52.46 |
|Other Comprehensive Income ('OCT')' ||55.77 ||- ||55.77 ||- |
|Total Comprehensive Income ||183.68 ||53.32 ||185.25 ||52.46 |
2. BUSINESS & PERFORMANCE
During the year under review the Company has made a standalone profit of Rs.183.68lakhs for the financial year 2018-2019 as compared to standalone profit of Rs.53.32 lakhsfor the financial year 20172018. Your Company has made a consolidated profit of Rs. 185.25lakhs for the financial year 2018-2019 as compared to consolidated profit of Rs.52.46Iakhsforthefinancialyear2017-2018.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 was Rs.15.162 crore. No additionsand alterations to the capital were made during the financial year 2018-19.
In order to conserve resources the Board of Directors have decided not to declare anydividend for the current financial year2018-19.
5. TRANSFER TO GENERAL RESERVES;
Your Company proposes to transfer Rs.18367928.00 to the General Reserves.
6. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments 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.
7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has given loan of Rs.213981591/-under Section 186 of the Act during thefinancial year
2018-19.The Company has not given any guarantee nor made any investments during theFinancial year 2018-2019
8. CONSOLIDATED FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY
In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the Consolidated Financial Statement of the subsidiaries is set out in the prescribedform AOC-1 which forms part of the annual report.
Your Company has six subsidiaries namely M/s.Deverbetta Lands PvtLtd M/sThali EstatesPvt LtdM/s.Kalyanang Developers Pvt LtdM/s.Pajjuvasami Developers Pvt Ltd M/s.SagarvarGambhira Developers Pvt Ltd and M/s. Sundervans Infrastructure & Developers Pvt Ltd.
. There are no associate companies. within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). Further there has been no material change in the nature ofbusiness of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company.
Performance and financial position of the subsidiary companies is given in Annexure-I.
9 TECHNOLOGY ABSORPTION AND FOREIGN EXCFIANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.
Foreign Exchange in flow and out flow during the year is Nil.
10. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2019.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPs) BOARD COMPOSITION
Mr. S.P.Bharat Jain Tatia(DIN 00800056) Managing Director of our company shall retireby rotation at the : ensuing Annual General Meeting and being eligible offershimself for re-appointment.
In terms of Section 196197203 and any other applicable provisions of the CompaniesAct 2013
Mr. S. P.Bharat Jain Tatia(DIN: 00800056) and is now proposed for reappointment as theManaging Director fora period of 5(five) consecutive years upto March 312025..Asstipulated in terms of the listing agreement
with the stock exchanges the brief profile of Mr. S.P.Bharat Jain Tatia is providedin the Notice and the : reportoncorporategovemancewhichfprmsanintegralpartofthisAnnualReport.
NON EXECUTIVE DIRECTOR
Mrs. Chandrakantha Tatia resigned from the Board on 01.02.2019 and Mr. S. Pannalal JainTatia was appointed as Additional Director on 12.02.2019 and is now proposed forappointment as Non Executive /PromoterDirectoratthisensuingAGM.
During the Financial Year-2017-2018 directors on the Board- Mr.S.P.Bharat Jain Tatia& Mr.S.Pannalal Jain Tatia had been disqualified u/s 164(2)(a)for non-filing ofAnnual Return and Financial Statements of Stallion Brands India Private Limited for aconsecutive period of 3 years and the Directors had filed Writ of Mandamus on 26.10.2017before the High Court Madras in respect of which a stay order was granted for operationof the above said section and the disqualification has been removed pursuant to courtorder. INDEPENDENT DIRECTORS
At the 24th Annual General Meeting of the company held on 27th September 2018 thecompany had appointed the existing independent director MrArun Kumar Bafna (DIN 00900505)as independent director under the companies Act 2013 to hold office for a second term of5(five) consecutive years upto March 312024notliabletoretirebyrotation.
Independent Woman Director : At the 23rd Annual General Meeting of the company held on27th September 2017) the company had appointed the existing woman IndependentDirector-Mrs. S.Shobha- (DIN 07666001) for a period of 5 years till March 31st 2022.
Both the two Independent Directors have given declaration that they meet the criteriaof independence as laid down under section 149(6) of the Companies Act 2013 and oflisting agreement.
The Key Management Personnel of the company are as under:
Mr. G.Raghavan the Company Secretary of the Company resigned on April 262019 due tohis personal reasons.The Company is in the process of appointing the new CompanySecretary. In the interim period Mr.S.P.Bharat Jain Tatia the Managing Director of theCompany is the Compliance Officer from 26th April 2019.
Mrs. Namrata Parekh is the Chief Financial Officer of the Company.
12. BOARD EVALUATION
Pursuant to the provisions ofthe Companies Act2013 and in terms of Regulation 17(10)of the SEBI ( Listing Regulations) the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Audit and the Nomination & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
13. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other mattersprovided under section 178 of the Act are covered under the Board's policy formulated bythe Company and is available on the Company's website www.tatia.co.in. The Board hasapproved the policy on the recommendation of the Nomination & Remuneration Committee.
M/s J.V.Ramanujam &Co. Chartered Accountants (Firm Registration No.029475)wereappointed as the Statutory Auditors of the Company for a period of five years in the 23rdAGM held on 27th September 2017 and they continue to be the Statutory Auditors of theCompany till the conclusion of the 28th Annual general
Meeting to be held in 2022. Due to the amendment of section 139 of the Companies Act2013 ratification ; of the Auditor's appointment is not required any longer.
15. COMMENT ON STATUTORY AUDITOR'S REPORT
As regards to the Audit Report the Company had fulfilled the export obligation andhence had disputed the claim by DGFT. The Company has obtained interim status quo orderfrom Madras High Court.
16. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment ; and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. P.S. Srinivasan Associate ;partner(CP No. 3122) M/s Lakshmmi Subramanian& Associates Practising Company Secretariesto undertake the secretarial audit ofthe company. The Secretarial Audit Report is annexed herewith as'Annexure VI'.
17. COMMENT ON SECRETARIAL AUDITOR REPORT
With reference to the remarks made by the secretarial auditor Mr. P.S. SrinivasanAssociate partner (CP No.
3122) M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries inthe Secretarial Audit Report the company has taken the corrective measures during thecurrent financial year.
18. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
According to Section 197(12) of the Companies Act 2013 read with rule 5(1) &rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014none of the employees fall under the category specified under the said Section andthe Rules made there-under.The Disclosures are annexed herewith.
19. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in theordinary course of business and on arm's length basis. Details given in Annexure - II FormNo.-AOC2. As per the requirements of Ind AS the detail of the same is given in the Notesof accounts.
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") is enclosed at Annexure-lll in the prescribedform MGT-9 and forms part of this Report.
21. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The ; Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
As per the provisions of the Companies Act 2013 the company has appointed M/s. KBR& Co Chartered Accountants as an Internal Auditors of the company for a term ofthree years with effect from April 12017 to March 312020.
The Company proposes to continue their services to ensure proper and adequate systemsand procedures commensurate with itssize and nature of its business.
23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance ReportwhichformspartoftheAnnualReport.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems andprocedures. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditors submit their Report periodically which is placed before and reviewed bythe Audit Committee.
25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. The formation of sexualharassment committee is not applicable to the Company as the employees are below thethreshold limits. However the Board from time to time reviews the policy framed in theregard. There are no complaints reported during the financial year 2018-19. The policy isavailable in the website of the Company at www.tatia.co.in.
26. DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM
The promoters of the Company hold all their shares in demat form.The details ofshareholding of the Promoters are given in MGT-9 (Annexure -III ) of the report. Noticesin pursuance to circular No. SEBI/LAD/NRO/GN/2018/24 of SEBI and MCA were sent to all theshareholders holding physical shares in regularintervalsby the Registrars andShareTransfer Agents. : .
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations (ANNEXURE-IV) are attached and form part ofthis report.
28. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance (ANNEXURE-V) as required under the Securities Exchange Board of lndia(ListingObligations and Disclosure Requirements) Regulations2015(hereinafter ListingRegulations)forms an integral part of this Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of corporate governanceis attached to the report on Corporate Governance.
29. MEETINGS OF THE BOARD
The Board met five times during the financial year the details of which are given inthe Corporate
Governance Report .The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
30 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr.
S.P.Bharat JainTatia the Managing Director of the Company and forms part of the AnnualReport and the website of the Company at www.tatia.co.in.
31. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report and the website of the Company at www.tatia.co.in.
32. CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores in the Year 2018-19 andtherefore Constituting of a CSR Committee and its compliance in accordance with theprovisions of Section 135 of the Act does not arise.
The Company has the following policies which are applicable as per the Companies Act2013 and SEBI (LODR) Regulations which are placed on the Companieswebsite:www.tatia.co.in
1 Board Diversity Policy
2. Code of Conduct for Insider Trading
3. Code of Practices and Procedures for fair disclosure of unpublished Price SensitiveInformation
4. Declaration of Independent Director U/S 149(6) of the Companies Act 2013.
5. Nomination and Remuneration Policy
6. Performance Evaluation Policy
7. Sucession plan for the Board and Senior Management
8. Criteria of making payments to Non-executive Directors
9. Familiarization programme for Independent Directors
10. Policy for prevention prohibition and redressal of sexual harassment at workplace
11. Policy on Related party transaction(s)
12. Policy on Preservation of Documents
13. Terms and Conditions of appointment of Independent Directors
14. Risk Management Policy
15. Whistle Blower Policy
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Section 134(5) of the Companies Act 2013 the Directorshereby confirm:
. a. That in the preparation of the Final accounts for the year ended March 31 2019the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b. That they had selected such Accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312019 and of the profit or lossof the Company for that period;
c; That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That they had prepared the Annual Accounts on agoing concern basis;
e. That they had laid down proper internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating properlyand;
f. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE
ACKNOWLEDGEMENT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going
concern status of the Company and its future operations other than the following.
The Company had been presumed to be a shell company vide SEBI letter no.
SEBI/HO/ISD/OW/P/2017/18183 dated 7th August 2017 and SEBI has initiated ForensicAudit of the
Company which is under process.
The Board of Directors would like to thank all employees of the Company andalso.Company's shareholders
auditors customers and bankers for their continued support.
| || |
On behalf of the Board of Directors For TATIA GLOBAL VENNTURE LIMITED
| ||Sd/ ||Sd/- |
| ||S.P.Bharat Jain Tatia ||S.Pannalal Jain Tatia |
| ||Managing Director ||Director |
| ||Din.No.00800056 ||Din.No. 01208913 |
|Place:Chennai Date; 28.08.2019 || || |