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Directors Report of Tantia Constructions Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 50th Annual Report together with the Audited Statement of Accounts of Tantia Constructions Limited ("the Company") for the year ended 31st March, 2015.

1. HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

Consolidated income for the year decreased to 26.05% as compared to Financial Year 2013-14.

2. FINANCIAL RESULTS

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

Rs,in Lacs

PARTICULARS STANDALONE CONSOLIDATED

2014-2015 2013-201 2014-2015 2013-2014

Revenue from Operations (Net) and other income 53436 75276 52883 71513

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 5575 11155 6446 10555

Finance Charges 9506 9684 9641 8907

Depreciation 2107 1259 2147 1156

Profit Before Tax (PBT) (6038) 212 (5342) 492

Provision for Tax 73 (462) 105 (452)

Profit After Tax (PAT) (6111) 674 (5447) 944

Balance brought forward from previous year 0 0 0 0

Profit available for Appropriations 0 0 0 0

Appropriations:

Interim Equity Dividend 0 0 0 0

Proposed Final Equity Dividend 0 0 0 0

Tax on Equity Dividends 0 0 0 0

Previous Year Tax on Equity Dividends 0 0 0 0

General Reserve 1415 1415 1415 1415 Surplus carried to the next year's account 0 0 0 0

*previous year figures have been regrouped/rearranged wherever necessary.

3. DIVIDEND

During the year under review, with a view to conserve the resource for future development of the Company, your Directors do not recommended any dividend for the year ended 31st March, 2015.

4. SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company decreased by 29.91%, from ' 74662 Lacs to ' 52330 Lacs. For FY2015, your Company's loss after tax stood at ' 6111 Lacs vis-a-vis profit after tax stood to ' 674 Lacs in the previous year, registering a loss of the company.

During the year under review, your Company has received requisite approval from the concerned authority for Corporate Debt Restructuring.

5. TRANSFER TO RESERVES

Since the company is having losses so no amount is being transferred to reserve account.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was ' 18,82,30,660/-. During the year under review, your Company has redeemed its 1,40,000 10.5% cumulative preference shares of ' 10 each which were issued on 8th January, 2005 for a maximum period of 10 years. Therefore, the paid up capital of the Company after such redemption is ' 18,82,30,660/-.

During the year under review, the Company has not issued shares with differential voting rights, neither granted stock options nor issued sweat equity shares.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has not changed its nature of business.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and date of the report (30th May, 2015).

9. INDUSTRY SCENARIO

Infrastructure sector is one of the key drivers of economic development in the developing country like India. In recent years, India has consistently increased investment on infrastructure from 5% of GDP in 10th five year plan period to 9% in 11th five year plan. India's planning commission has projected an investment of US$ 1 trillion for the infrastructure in 12th five year plan. However, development in basic infrastructure is still relatively slower compared to other countries. The rapid growth of the Indian economy in recent years has placed increasing stress on physical infrastructure i.e. electricity, railways, roads, ports, irrigation, water supply and sanitation, all of which already suffer from deficit in terms of capacities as well as efficiencies. Infrastructure sector is mainly affected due to delay in project awarding, environmental clearances hurdles, land acquisition issues, slower execution, lack of cheaper financing options etc.

10. OUTLOOK

Sustained increase in infrastructure is expected to be one of the crucial factors for sustaining strong growth during the current decade. Significant investment in physical infrastructure will also lead to employment generation, increased production efficiency, reduction in cost of doing business and improved standard of living.

Infrastructure investment (as measured by Gross Fixed Capital Formation) is expected to surge to 12.1% of GDP by FY20 from 7.0% of GDP in FY11. Rising demand for infrastructure facilities, given the rapid growth in urbanization, bulging of the middle class and an increasing working-age population, would engender substantial increase in infrastructure investments during the current decade.

Apart from development of infrastructure facilities in existing cities/towns, increased focus is expected on infrastructure development in new townships/rural areas. Regional-urban development plans will be made to identify new growth corridors. A substantial rise in rural infrastructure development, which will provide further impetus to economic growth in rural areas, in turn resulting in significant reduction in poverty. Increased investment in rural infrastructure will benefit the rural population through higher income, rise in employment opportunities, and lower cost of basic goods due to improvement in transportation facilities. Nonetheless, improvement in rural infrastructure will need to be properly targeted to benefit the rural poor.

The Indian Economy in 2014-15 has emerged as one of the largest economies with promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil prices and reforms among others. But the construction sector maintains a negative outlook due to strained liquidity resulting from lengthened working capital cycles and restrained lending by banks. Aggressive bidding at low margins has reduced potential surpluses from operations

The government has unveiled plans to invest US$ 137 billion in its decrepit rail network over the next five years, heralding Prime Minister Narendra Modi's aggressive approach to building infrastructure needed to unlock faster economic growth. Over the next year, India will increase investment by about a half to US$ 16.15 billion including funds raised by market borrowing.

11. DETAILS OF BOARD MEETINGS

During the year five Board Meetings were convened and held details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. COMMITTEES OF BOARD

a. Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee

b. Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

c. Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

d. Finance Committee

The composition and terms of reference of Finance Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

e. Corporate Social Responsibility Committee

The composition and terms of reference of Corporate Social Responsibility Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility (CSR) Policy

Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Company's website. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure A.

13. FINANCE

Cash and cash equivalent as at 31st March, 2015 was ' 3211 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

14. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return (MGT-9) is annexed as Annexure B.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism policy named Vigil Mechanism Policy (VMP) to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company at www.tantiagroup.com/

Investor's Corner / Policies / Vigil Mechanism Policy. 16. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

An Internal Complaints Committee has been constituted under the Anti Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal.

During the year, no complaint was lodged with the Internal Complaints Committee.

17. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013 your Directors hereby confirms:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. AUDITORS

a) Statutory Auditors

In the last AGM held on 9th September, 2014 M/s. Konar Mustaphi & Associates, (FRN No: 314125E) Chartered Accountants have been appointed Statutory Auditors of the Company for a period of one year.

The Company's Auditors, M/s Konar Mustaphi & Associates, Chartered Accountants, Kolkata who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment for further period of five years. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 41 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

i) Para vii to the Annexure to the Independent Auditors Report regarding delay in payment of statutory liabilities.

ii) Note 42 to the Financial Statement for repossession of assets by the financers due to nonpayment of their installments.

iii) Note 44 to the Financial Statement in relation to excess payment of managerial remuneration for the financial year 2013-14 which is yet to be taken up with the Central Government for their approval.

iv) Note 43 to the Financial Statements regarding provision for gratuity made on an estimated basis and not as per the actuarial valuation, thereby not following Accounting Standard 15 (AS 15).

Management Response to the emphasis on matters in Auditors Report

i) On Auditors observation made in para vii of the Annexure to Auditor's Report, your directors wish to inform that all necessary measures are being made for repayment in statutory liabilities with interest.

ii to iv) As regards to emphasis of matter expressed by the Auditors in their Report with regards to Note nos 42,44 and 43 of Standalone Financial Statement attention is hereby drawn that Note nos 42,44 and 43 of Standalone Financial Statement are self explanatory and therefore not call for any further comments.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its construction activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s S Chhaparia & Associates.(FRN: 101591) to audit the cost accounts of the Company for the financial year 2014-2015 on a remuneration of ' 85,000/- per annum plus reimbursement of out of pocket expenditure, and applicable taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s S Chhaparia & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

c) Secretarial Auditor

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 has appointed M/s MR & Associates,(CP No: 2551) , a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

The Company is pleased to inform that there were no qualification/reservation/adverse remarks made by the Secretarial Auditor.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that of provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The weblink of the same has been provided in corporate governance report.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link www.tantiagroup.com/Investor's Corner/Policies/Related Party Transaction and Materiality Policy.

20. SUBSIDIARY COMPANIES

During the year under review your Company is having four (4) subsidiary companies namely- Tantia Infrastructure Private Limited, Tantia Batala-Beas Tollway Private Limited, Tantia Sanjauliparkings Private Limited and Tantia Raxaultollway Private Limited, out of which the first three are wholly owned subsidiaries of the Company. The statement containing salient features of the financial statement of subsidiaries/associate companies/joint venture is enclosed in Annexure 'D' in Form AOC-1 Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website at www.tantiagroup.com/Investor's Corner/Annual Report.

Further, brief about the business of the each of the Subsidiaries and Associates is given hereunder:-

I. Tantia Infrastructure Private Limited - The Company is engaged in executing various infrastructure projects.

II. Tantia Batala Beas Tollway Private Limited - The Company is in process to enhance its resources, technology, and manpower to strength its future capabilities by development and Operation & Maintenance of Batala- Mehta- Beas Road (MDR-66) on Design, Build, Finance, Operate and Transfer (DBFOT) Basis in the state of Punjab.

III. Tantia Sanjauliparkings Private Limited - The Company is a Special Purpose Vehicle (SPV) incorporated specifically to execute the project received from H. P. Infrastructure Development Board, Shimla for Development of Parking Complex at Sanjauli, Shimla in Public Private Partnership (PPP) format.

IV. Tantia Raxaultollway Private Limited - The Company is a Special Purpose Vehicle (SPV) incorporated specifically to execute the project received from National Highways Authority of India (NHAI) for 2 Two- Laning of Piprakothi-Raxaul Section of NH-28A (from Km 0.600 to Km 62.064) and construction of 2- Lane Road from Km 62.064 to ICP Raxaul (7.33 Km length) in the State of Bihar under NHDP Phase-III on Design, Build, Finance, Operate and Transfer on BOT (Toll) Basis. The Company has already started the execution of aforesaid works.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. The said Policy has been posted on the Company's website at the we blink www.tantiagroup.com/Investor's Corner/Policies/Material Subsidiary Policy.

21. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

22. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration policy is uploaded on Company's website.

The Company's policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director is enclosed in Annexure 'E'.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment of Independent Directors

The Board of Directors had appointed Sri Tarun Chaturvedi as Additional Director of the Company in the category of Independent Directors with effect from 25th September, 2013, Sri Umashankar Agarwal and. Mrs. Madhuchhanda Chaterjee with effect from13th February, 2014 and Sri Bajrang Lal Tulsian with effect from 30th May, 2014. Thereafter, at the Annual General Meeting (AGM) of the Company held on 9th September, 2014, the Members of the Company appointed the said Directors as Independent Directors under the Companies Act, 2013 for a period of 5 years with effect from 9th September, 2014 till 31st March, 2019.

At the said AGM held on 9th September, 2014, the Members had also appointed the existing Independent Director, Sri Shaleen Khemani, as Independent Director under the Act for a period of 5 years with effect from 9th September, 2014 till 31st March, 2019.

The Board of Directors had appointed Sri Sandeep Kumar Saraogi as Additional Director of the Company in the category of Independent Directors with effect from 13th February, 2015. His appointment will be regularized at the ensuing Annual General Meeting of the Company.

B. Resignations

Sri Umashankar Agarwal resigned from the services of the Company with effect from 15th September, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Sri Umashankar Agarwal during his tenure of office.

C. Decleration by Independent Directors

Sri. Tarun Chaturvedi, Sri. Shaleen Khemani, Sri. Bajrang Lal Tulsian, Sri. Sandeep Kumar Saraogi and Mrs. Madhuchhanda Chaterjee are independent Directors on the Board of your Company. The Company has received declarations pursuant to Section 149(7) from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

D. Non Independent Director

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Sri Rahul Tantia and Sri Murare Lal Agarwala retire by rotation and are eligible for re-appointment.

E. Key Managerial Personnel

Ms. Rohini Sureka had been appointed as Chief Financial Officer of the Company with effect from 1st April, 2014.

Md. Jamshed Alam, Company Secretary of the Company resigned from the Company with effect from 15th November, 2014.

Ms. Neha Bajoria has been appointed as a Company Secretary of the Company with effect from 1st April,2015

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had ' 73,722/- (Rupees Seventy Three Thousand Seven Hundred and Twenty Two) lying unpaid or unclaimed for financial year 2006-07 . The fund was duly transferred to Investor Education and Protection Fund (IEPF) on 3rd October, 2014.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 9th September, 2014), with the Ministry of Corporate Affairs.

26. DEPOSITS

The Company did not accept any Deposit from the public during the Financial Year ended 31st March, 2015 as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure F.

In terms of section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are also provided in Annexure F forming part of the Annual Report.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 13 and 14 of the notes to the Financial Statements.

30. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. RISK MANAGEMENT POLICY

A statement indicates the development and implementation of the risk management policy of the company, identifying the elements of risks, if any, which in the opinion of the board, may threaten the existence of the company forms the part of annual report.

33. CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchange(s), a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

34. MANAGEMENT DISCUSSION & ANANLYSIS REPORT

Management Discussion and Analysis Report comprising an overview of the financial results, operations / performance and the future prospects of the Company forms an integral part of this Report.

35. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

36. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

37. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations

For and on behalf of the Board of Directors

Tantia Constructions Limited

Date : 30th May, 2015 Ishwari Prasad Tantia

Place: Kolkata Chairman and Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their report as a part of 49th Annual Report of your Company along with the standalone and consolidated Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year ended March 31, 2014 on standalone and consolidated basis have been as follows : (Rs. in Lakhs) Performance for the year ended March 31,2014 Standalone 2014 2013

Revenue from Operations 74,597 63,920

Operating Profit 11,090 10,004 (Before Interest, Depreciation and Taxation)

Less : Financial Cost 9,684 7,605

Profit Before Depreciation and Taxation 1,406 2,399

Less : Depreciation 1,259 1,261

Less : Dimunition in value of investment - -

Profit Before Taxation (PBT) 147 1,138

Add : Profit from Joint Venture 65 92

Less : Provision for Taxation (462) 291

Add : Pre-acquisition profit/ loss - -

Profit After Taxation (PAT) 674 939

Profit Brought Forward 8,953 8,014

Profit Available for Appropriation Appropriation

Transfer to General Reserve - -

Dividend on Cumulative Preference Shares - -

Proposed Dividend on Equity Shares - -

Dividend Tax on Proposed Dividend - -

Balance Carried Forward 9,627 8,953

Performance for the year ended March 31,2014 Consolidated 2014 2013

Revenue from Operations 70,833 63,284

Operating Profit 10,506 10,117 (Before Interest, Depreciation and Taxation)

Less : Financial Cost 8,907 7,625

Profit Before Depreciation and Taxation 1,599 2,492

Less : Depreciation 1,156 1,263

Less : Dimunition in value of investment (49) 1

Profit Before Taxation (PBT) 492 1,228

Add : Profit from Joint Venture - -

Less : Provision for Taxation (452) 306

Add : Pre-acquisition profit/ loss - -

Profit After Taxation (PAT) 944 922

Profit Brought Forward 8,471 7,549

Profit Available for Appropriation Appropriation

Transfer to General Reserve - -

Dividend on Cumulative Preference Shares - -

Proposed Dividend on Equity Shares - -

Dividend Tax on Proposed Dividend - -

Balance Carried Forward 9,415 8,471

Detailed discussion in relation to the Company''s Operations given in the Management Discussion and Analysis Report under the heading Financial Performance, is enclosed with the Directors'' Report.

ORDER BOOK POSITION AS ON MARCH 31, 2014

The total order book position as on March 31, 2014 was Rs. 3,752.86 Crore.

FIXED DEPOSIT

The Company did not accept any Fixed Deposit under Section 58A of the Companies Act, 1956, from the public during the Financial Year ended March 31, 2014.

DIVIDEND

During the year under review, the Board of Directors of the Company at their Meeting held on May 30, 2014 did not recommend payment of dividend with a view to conserve the resources for future development of the Company.

FUTURE OUTLOOK

In the face of a global financial crisis and economic downturn, infrastructure sector plays an important role to counterbalance the slowing economic activity and lower consumption. It is believed that the policy support from the Government will help somewhat the beleaguered sector recover from the issues affecting the most.

The recent months have witnessed key investments and developments in India''s infrastructure sector. The Union Cabinet in February, 2014 gave its approval for declaration of around 7,200 kms. of State Roads as new National Highways. Other road development projects in the pipeline include existing National Highways network totaling 21,271 kms., which are not covered under any programmes/schemes as of now.

Industry growth is expected to remain strong over the forecast period (2014-2018), as a result of Government''s commitment to making infrastructural improvements and the implementation of the 12th Five-Year Plan (2012-2017), under which the Government expressed plans to invest INR 56.3 trillion (US$ 1.0 trillion) in various long-term development plans.

India''s economy slowed to 4.7% for the fiscal year 2013-14 in contrast to higher economic growth rates in 2000s. IMF projects India''s GDP to grow at 5.4% over 2014-15. However, the construction industry growth is expected to improve over the next few years, as a result of the Government''s commitment to improving the Country''s infrastructure. Our order books continue to be strong, we are very optimistic about future growth of the Company.

SUBSIDIARY COMPANIES

During the year under review, your Company is having four (4) Subsidiary Companies namely - Tantia Sanjauliparkings Private Limited, Tantia Infrastructure Private Limited, Tantia Batala-Beas Tollway Private Limited and Tantia Raxaultollway Private Limited, out of which the first three are Wholly-Owned Subsidiary (ies).

In Compliance with General Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs (MCA), the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Annual Reports of the Company''s Subsidiary Company(ies) will be available for inspection by Members/Investors at the Registered Office of the Company and that of concerned Subsidiary (ies) and the hard copy of the same would be provided to any Member on demand.

In Compliance with General Circular No. 2/2011 dated February 8, 2011, a detailed statement related to Subsidiary Company (ies) is annexed herewith in the later part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standards 21 and 23 of the Companies (Accounting Standards) Rules, 2006 (as amended) read with General Circular No. 2/2011 dated February 8, 2011 of the MCA and Clause 32 of the Listing Agreement with Stock Exchange(s), the Company has prepared its Consolidated Financial Statements and the same have been duly audited by the

Statutory Auditors of the Company, M/s Konar Mustaphi & Associates, Chartered Accountants. The Consolidated Financial Statements and Auditors'' Report on the same are enclosed with the accounts and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set-out in the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company at 25-27, Netaji Subhas Road, Kolkata - 700 001.

EMPLOYEE RELATION

During the year under review, a cordial relation was maintained with the employees. The Directors wish to place on record their sincere appreciation in respect of the services rendered by all the employees of the Company.

AUDITORS

The Company''s Auditors M/s Konar Mustaphi & Associates, Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be re-appointed.

Pursuant to provisions of Sections 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder, M/s Konar Mustaphi & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No. 314125E) are proposed to be appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 50th Annual General Meeting of the Company.

The Company has obtained a letter from the Auditors to the effect that re-appointment, if made, shall be in accordance with the provisions of Section 139 and also satisfies the criteria provided in Section 141 of the Companies Act, 2013.

AUDITORS'' OBSERVATION

The Reports of the Auditor including references made therein to the Notes forming part of the Statement of Accounts are self explanatory and do not call for any further explanation.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 149 read with Section 152 and other applicable provisions of the Companies Act, 2013, with respect to appointment and tenure of Independent Directors which came into effect from 1st April, 2014, the Independent Directors shall be appointed for not more than two terms of five consecutive years each and shall not be liable to retire by rotation. The term shall be effective prospectively.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement.

Accordingly, Sri Shaleen Khemani, the existing Independent Director (DIN : 00049743), Sri Umashankar Agarwal (DIN : 00124546), Sri Tarun Chaturvedi (DIN : 02309045), Sri Bajrang Lal Tulsian(DIN : 06885029) and Mrs. Madhuchhanda Chatterjee (DIN : 02510507), Additional Directors (Independent Category) are proposed to be appointed as Independent Directors of the Company by the shareholders of the Company at the AGM of the Company for a term upto March 31, 2019 and whose office shall not, henceforth, be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sri Ishwari Prasad Tantia, Chairman and Managing Director (DIN : 00057004) and Sri Banwari Lal Ajitsaria, Director (Business Development) (DIN : 00053981) of the Company, retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking appointment, re-appointment, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), are provided as annexure to the Notice calling the Annual General Meeting forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that :

a) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently as stated in the accounts and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the profit or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the accounts for the year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange(s), the Corporate Governance Report and Management Discussion and Analysis Report form part of this Annual Report. The Auditors'' Certificate confirming compliance with the provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Annual Report.

CODE OF CONDUCT

The Code of Conduct for the Directors and Senior Management Personnel has been made applicable to all the Directors whether executive or non-executive including all Senior Management Personnel of the Company. The Board Members and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct during the year and no violation of the same was reported. The Code of Conduct is also posted on the Company''s website : www.tantiagroup.com.

DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure A and forms part of this Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on May 30, 2014, has approved the appointment of M/s MR & Associates, Company Secretaries, Kolkata as the Secretarial Auditor of the Company for the financial year 2014-15 to conduct the secretarial audit of the Company.

CORPORATE SOCIAL RESPONSIBILTY

In Compliance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, your Directors have constituted the Corporate Social Responsibility (CSR) Committee comprising Mrs. Madhuchhanda Chatterjee, Independent, Non-Executive Director as the Chairperson, Sri Bajrang Lal Tulsian, Independent, Non-Executive Director and Sri Sandip Bose, Executive Director as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Pursuant to the SEBI''s Circular dated April 17, 2014, all listed companies shall establish a Vigil Mechanism/Whistle Blower Policy w.e.f. October 1, 2014. Hence, in Compliance with the provisions of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement with the Stock Exchange(s), the Board of Directors of the Company at its meeting held on May 30, 2014, has approved and adopted Vigil Mechanism / Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company''s code of conduct.

The Whistle Blower policy encourages Directors and employees to bring to the Company''s attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Company''s Code of Conduct that could adversely impact the Company''s operations, business performance and / or reputation. The Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company''s policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower policy is overseen by the Audit Committee of the Board.

STEPS TAKEN TO PREVENT SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Considering that sexual harassment of women at the workplace is still rampant in India, Parliament has enacted the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Act provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the matters incidental thereto. The Act came into force with effect from December 9, 2013.

The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the Company which are based on fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted which shall be responsible for redressal of complaints related to sexual harassment. The Company has put in place suitable processes and mechanisms to ensure that issues of sexual harassment, if any, are effectively addressed. During the year, no complaints of sexual harassment were received by the Company.

CLIENT RELATIONSHIP

Your Company believes in long-term relationship with its clients, which results in repetition of orders, extension of projects of a higher value on a regular basis and preference above other market players. Your Company enjoys excellent business relationship with its clients. The Company is making its presence felt in different parts of the Country through different infrastructural and development work.

APPRECIATION

Your Board of Directors wish to place on record their sincere appreciation for the valuable and continued support received from the Shareholders, Company''s Bankers, Central and State Government Authorities, Clients, Consultants, Suppliers, Stock Exchange(s) and all other Business Associates for the growth of the organization.

The Board of Directors also wish to place on record its deep appreciation for the services of the devoted executives, staff members and workers whose hard work, solidarity, cooperation and support contributed to its efficient and successful management and in arriving at this years'' results.

For and on behalf of the Board

Ishwari Prasad Tantia Dated : May 30, 2014 Chairman and Managing Director Registered Office :

25-27, Netaji Subhas Road, Kolkata - 700 001

 
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