Directors Report of Tarmat Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial Result:

The Board’s Report shall be prepared based on the stand alone and consolidated financial statements of the company.

(Rs. In Lakh)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	6168.40	6026.82	20535.73	7940.39
Other Income	1904.71	86.95	1150.98	76.03
Total Income	8073.11	6113.77	21686.71	8016.42
Less: Expenses	8062.92	6092.51	21676.52	7995.16
Profit / Loss before tax and Extraordinary / exceptional items	10.19	21.26	10.19	21.26
Less: Extraordinary / exceptional items	0.00	0.00	0.00	0.00
Profit before tax	10.19	21.26	10.19	21.26
Less: Current Income Tax	0.00	0.00	0.00	0.00
Less: Current tax relating to prior years	(119.54)	(30.11)	(119.54)	(30.11)
Less Deferred Tax	5.01	47.92	5.77	47.92
Net Profit after Tax	124.72	3.45	123.96	3.45
Earnings per share (Basic)	1.14	0.03	1.13	0.03
Earnings per Share(Diluted)	1.14	0.03	1.13	0.03

2. Performance of the company:

The profit (after tax) during the year ending 31st March 2018 on Standalone basis was Rs.123.96 lakh against Profit of Rs. 3.45 lakh for the previous year ended 31st March 2017.The company is in the process of securing some projects.

Future prospects

As per report, India is the fastest developing country in the world. GDP growth in the year 2017-18 was at 6.5 %. India will be the third largest economy in the world 2050.In the infrastructure sector also India can be rated as the fastest growing economy in the world. The planning Commission in India has planned extensive expansion inroads, highways, ports, airports, powers etc. In Union budget 2018-19, massive push to infrastructure sector by allocating 5.97 lakhs crores for the sector.

During the year under review, your Company has completed about 6 projects in various sector involving a total outlays of Rs.62.00 crores. At the end of the year the Company has in hand project worth value of about Rs.1000.00 crores to be completed in next 3 to 5 years. The Company has also bided for various projects which would mature into confirmed project during the next financial year.

Capital and Finance:

The Company has managed to reduce its debt by repayment of its loans, as a result from the current financial year the interest liability of the company will be negligible.

The company is in the process of applying for facilities with regards to Working Capital and Bank Guarantees, to enable the company improve its bidding Capacity.

3. Dividend

Due to inadequate profit during the year your Directors have not recommended any dividend for the Financial Year ended March 31, 2018.

4. Reserves

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

5. Directors and Key Managerial Personnel

Mrs. Saramma Jerry Varghese (DIN 00012892), Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

6. Material changes affecting the Nature of Business and Financial position of the Company:

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

7. Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies act, 2013, with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE -III.

There are no employees in the company during the year under review who is in receipt of remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. if employed during the part of the year.

8. Meetings

During the year, five board meeting, four Audit Committee meeting, four Stakeholder relationship committee meeting and one independent director meeting were convened and held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Familiarisation programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programmes provided to the Directors of the Company is available on the Company’s websitewww.tarmatlimited.com.

11. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

12. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

14. Auditors

The Company’s auditors M/s. Hegde & Associates, Chartered Accountants have already completed more than ten years as Statutory Auditors of the Company. In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company had appointed them for a period of three years from conclusion of 30th Annual General Meeting till the conclusion of 32th Annual General Meeting. A proposal for ratifying their appointment from the conclusion of the 31st AGM till the conclusion of the 32nd AGM has been included in the Notice of the ensuing AGM. In view of the mandatory rotation of auditor requirement and to ensure smooth transition during this period, M/s. Agarwal & Mangal, Chartered Accountants (FRN 100061W), was appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 32nd Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company. However, in view of their own reason they declined to resume audit of the Company and thus created a casual vacancy without submitting resignation to the Company. Therefore the Board of Directors of the Company in terms of Section 139 (8) of the Companies Act, 2013 on recommendation of the Audit Committee appointed M/s. Mehta Kothari & Associates, FRN 106247W as Auditors of the Company for a period of one year. A proposal for ratifying their appointment for one year i.e upto conclusion of next AGM and appointment for remaining 4 years from the conclusion of the 33 AGM till the conclusion of the 36th AGM has been included in the Notice of the ensuing AGM.

15. Statutory Auditors’ Report:

During the year under review, the Statutory Auditors has no observation or qualification on the Accounts of the Company.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE-IV to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.

1. The Company is in the process of reconciliation of the share application and no sooner the reconciliation is completed the amount will be transferred to Investors Education and Protection Fund as required under the law.

2. As required under Section 203 of the Companies Act, 2013 the Chief Financial Officer was duly appointed. However required return was not filed inadvertently. This will be filed soon.

3. A small fraction of shares is required to be dematerialized which will be done soon.

4. As reruired under 124(6) of the Companies Act, 2013 amount will be transferred to Investors Education and Protection Fund as required under the law during the financial year 2018-19.

17. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2018-19.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2018-19. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

18. Details of Subsidiary/Joint Ventures/Associate Companies

As on 31st March, 2018, Company has Five Joint venture company. Accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company, which form part of the Annual Report. ANNEXURE-I

19. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy of Vigil Mechanism and Whistle Blower can be accessed at www.tarmatlimited.com.

20. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-II.

21. Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

23. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

24. Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors’ certificate on corporate governance shall be annexed with the Board’s report. The auditors’ certificate for fiscal 2018 does not contain any qualification, reservation or adverse remark.

25. Management discussion and analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018.

26. Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 the Corporate Governance Reportform part of the Annual Report.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

i. Conservation of energy:-

a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.

b) The Company has endeavored to optimize the use of energy resources and taken adequate 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 forward to setup necessary energy conservation equipments in near future.

ii. Technology Absorption:-

a) The Company continues to use the latest technologies for improving the productivity and 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 Foreign Exchange outgo during the year in terms of actual outflows is NIL

28. 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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Secretarial standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of Board of Directors’ and ‘General Meeting’ respectively, as issued by the Institute of Company Secretaries of India (ICSI), have been duly complied by your Company.

30. Orders passed by the Regulators or Courts or Tribunals:-

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company’s operation in future

31. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the board of directors

Sd/-

Jerry Varghese

Chairman

Din No. 00012905

Date: 11th august, 2018

Place: Mumbai

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Mar 31, 2016

The Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary Performance of the Company:

The Board’s Report shall be prepared based on the stand alone and consolidated financial statements of the company.

(Rs. In Lakh)

Particulars	Standalone		Consolidated
	2016	2015	2016	2015
Total Income	5433.07	6768.08	9208.29	8371.76
Profit for the year (After Tax)	81.67	(2095.48)	71.03	(2084.85)

2. Performance of the company:

The profit (after tax) during the year ending 31^st March 2016 was Rs.81.67 lakh against loss of Rs.(2095.48) lakh for the previous year ended 31^st March 2015.

Global economy recovery during the year remains sluggish, fragile and unspiring. In advanced economy the recovery was modest and largely uneven. India continued to be one of the most attractive economies. During the 2015-16, the economy grew by 7.6%.

The Company undertaken some important project.

Future prospects

The Govt. is focusing on reforms to spearhead infrastructure development in Railways, Roads and highways as well as power sector. The Govt” s focus on infrastructure development, creation of manufacturing hub give us confidence to make significant innovation in this sector.

The Company has healthy order book of approximately Rs.300 crore to be executed over the next 2.5 years.

Capital and Finance:

As in the past a major concern for the origination is the high interest cost, which was found extremely difficult to match with the previous trend in delayed payment receipts.

As reported in the previous year, in order to reduce the overall debt, the organization has identified certain key assets, which have been partly cashed, and has brought down overall exposure to Bank and thus reduced the interest cost.

3. Dividend

During the year 2015-16 the performance did not match expectation. Cash flow has not substantially improved as the company did not receive disbursements from customers on timely basis. To regularize the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.

4. Reserves

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

5. Directors and Key Managerial Personnel

Mr. Dilip Varghese, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

6. Material changes affecting the Nature of Business and Financial position of the Company:

There were no material changes affecting the nature of business and financial position of the Company during the year under review expect default in repayment of interest due to Vijaya Bank.

7. Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies act, 2013, with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE -II.

There are no employees in the company during the year under review who is in receipt of remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. if employed during the part of the year.

8. meetings

Four Board Meetings, four Audit Committee Meeting and four stakeholder relationship committee meeting were convened and held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. familiarization programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Directors of the Company is available on the Company’s website www.tarmatlimited.com.

11. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

12. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

14. Auditors

Pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, M/s. Hegde & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM, subject to ratification of their appointment at every AGM.

15. Statutory Auditors’ Report:

The Company has received Statutory Auditors’ Report with few observations on which the management replies are as below:-

1. The Management stand on non provision of interest of Vijaya Bank & Kotak Mahindra Bank Ltd. Loans is as below:-

A. The Companies Account is classified as NPA by Vijaya Bank & Kotak Mahindra Bank Ltd.

B. The Company has disputed the quantum and percentage of interest charged by the Bank and the matter is sub-judice.

2. The accounts are in reconciliation with the parties and the confirmation statements will be made available very shortly. The same will be furnished to the auditors as well.

3. Amount of Rs.6,56,000.00 is being transferred to the Investors education and protection fund during the current financial year.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE-III to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.

1. Notice was obtained but not the deposit. However, the same will be followed from the current year.

2. Necessary formalities have been done including obtaining bank accounts and the fund is remitted to Investors Education & protection fund during the current year.

3. The form is filed late during the current year with the late filing fees.

17. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2016-17.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

18. Details of Subsidiary/Joint Ventures/associate Companies

As on 31st March, 2016, Company has one Joint venture company. Accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company, which form part of the Annual Report.

19. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy of Vigil Mechanism and Whistle Blower can be accessed at www.tarmatlimited.com.

20. Extract of annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-I.

21. Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

23. particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

24. Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors’ certificate on corporate governance shall be annexed with the Board’s report. The auditors’ certificate for fiscal 2016 does not contain any qualification, reservation or adverse remark.

25. management discussion and analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.

26. Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 the Corporate Governance Report form part of the Annual Report.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

i. Conservation of energy:-

a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.

b) The Company has endeavored to optimize the use of energy resources and taken adequate 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 forward to setup necessary energy conservation equipments in near future.

ii. Technology Absorption:-

a) The Company continues to use the latest technologies for improving the productivity and 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 Foreign Exchange outgo during the year in terms of actual outflows is NIL

28. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company’s operation in future

30. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors:

Sd/-

CHAIRMAN

Date: 11th August, 2016

Place: Mumbai.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. Financial summary Performance of the Company: (Standalone)

(Rs. in Lacs)

Particulars 31st March, 31st March, 2015 2014

Total Income 6,768.08 10,726.69

Total Expenditure 8,906.61 13,012.36

Profit Before Tax & Exceptional items (2,138.52) (2,285.67)

Exceptional items 0.00 0.00

Extraordinary Items - 0.00 (1044.15)

Provision for Taxation 0.00 0.00

Provision for Deferred Tax 43.05 43.27

Profit/(Loss) for the year after Tax and exceptional items (2,095.48) (2,242.40)

Balance Brought Forward (2,023.94) 218.47

Balance Carried Forward (4,119.42) (2023.94)

2. Performance of the company:

The turnover during the year ending 31 st March 2015 was Rs. 6,620.51 lacs against Rs.10,531.95 lacs for the previous year ended 31 st March 2014.

The overall infrastructure scenario in India seems to be in turmoil, due to which projects are not being sanctioned, and projects previously sanctioned are finding it hard to get the necessary clearances from statutory authorities. Due to this various clearances issues on ongoing projects, has caused an extreme delay in payment receivables, which in turn has caused a substantial increase on overall debt, causing a serious increase in interest cost. Due to this substantial increase in finance cost, the bottom line of the organization to taken a hard hit.

Future prospects

A consistent endeavor is made in acquiring of specialized projects such as Airfield pavements in which the organization specializes, and with government proposing huge investments in the Infrastructure scenario especially regional Airports, we expect our organization to acquire substantial number of projects in our portfolio.

Capital and Finance:

A Major concern for the origination is the high interest cost, which was found extremely difficult to match with the previous trend in delayed payment receipts.

In order to reduce the overall debt, the organization has identified certain key assets, which can be en cashed, and would bring in a substantial amount of capital, further helping in reduction of interest.

3. Dividend:

As you are aware, during the year 2014-15 the performance did not match expectation. Cash flow has not substantially improved as the company did not receive disbursements from customers on timely basis. To regularise the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.

4. Reserves:

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

5. Directors and Key Managerial Personnel:

Mrs Saramma Varghese, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year, Mr. Pratul Dube has been appointed as an Additional Director w.e.f 14th February, 2015. Mr. Anil G Joshi has resigned as Director of the Company w.e.f. 11th December, 2014.

Mr. Pratul Dube holds office up to the date of ensuing Annual General Meeting of the Company. The company has received notice from the member of the company for his appointment as a Director of the Company. Mr. Pratul Dube meets the criteria of independence, hence he can be appointed as an independent Director not liable to retire by rotation.

Mr. Shreekumar Nair has resigned as Company Secretary with effect from 31st May 2014. Mr. S. Chakraborty has been appointed as Company Secretary with effect from 12th August, 2014.

Mr. Anindya Mitra has resigned as Chief Financial Officer. Further Mr. Shridhar Shetty has been appointed as a CFO w.e.f. 23rd August, 2014

The Composition of the Board as on end of the financial year is as under:

Mr. Jerry Varghese Managing Director

Mrs. Saramma Varghese Executive Director

Mr. Dilip Varghese Whole-time Director

Mr. R.C Gupta Independent Director

Mr. Chandrakant S Sanghavi Independent Director

Mr. Pratul Dube Non-Executive Independent Director

6. Material changes affecting the Nature of Business and Financial position of the Company:

There were no material changes affecting the nature of business and financial position of the Company during the year under review expect default in repayment of interest due to Vijay Bank which has classified the account as "Non Performing Asset".

7. Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies act, 2013, with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE -II.

There are no employees in the company during the year under review who is in receipt of remuneration of Rs.60,00,000 p.a. or Rs. 5,00,000 p.m. if employed during the part of the year.

8. Meetings:

During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The 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.

9. Declaration by an Independent Directors

The Board of Directors declare that the Independent Directors Mr. Chandrakant Sanghavi Shantilal, Mr. Ramesh Chander Gupta and Mr. Pratul Govind Dube are:

a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company (ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;

c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e) Who, either himself nor any of his relatives -

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

1. a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

2. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

f) Who possesses such other qualification as may be prescribed.

10. Familiarisation programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programmes provided to the Directors of the Company is available on the Company's website.

11. 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 Remuneration Policy is stated in the Corporate Governance Report.

12. Composition of Audit Committee:

The Audit Committee comprises of four members: Mr. A.G. Joshi, Chairman, Mr. C.S. Sanghavi and Mr. R.C. Gupta, independent directors, Mrs. Saramma Varghese, Executive Director and Mr. Pratul Dube Independent Director. Mr. S. Chakraborty, Company Secretary also acts as the Secretary to the Audit Committee. On resignation of Mr. A.G. Joshi from the Board of the company he ceased to be the member of the Audit committee and Mr. Pratul Dube the new Independent Director has been appointed in his place.

13. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

14. Auditors:

The Auditors, M/s. Hegde & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. They have submitted a certificate to the effect that the proposed re-appointment if made will be in accordance with Section 141 of the Companies Act, 2013.

15. Auditors' Report:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2015-16.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs.

17. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE III to this report. The Company has received the Secretarial Audit report with two observations on which the management replies are as below.

1. Notice as required under Law was obtained from a shareholder for election of the Director but without Deposit. However since the director was duly elected by the shareholders at the last AGM the observation has become redundant.

2. The amount of Rs.1,77,000 will be transferred to the appropriate Fund during the current year.

18. Details of Subsidiary, Associates & Joint Ventures:

The Company does not have any Subsidiary, Associates and Joint Ventures.

19. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy of Vigil Mechanism and Whistle Blower can be accessed at www.tarmat.in.

20. Risk Management:

The company has devised and implemented a mechanism for risk management and has developed a Risk Management policy. The policy provides for constitution of a Risk Management Committee which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The committee will on a quarterly basis provide status update to the Board of Directors of the Company.

21. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

22. Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

23. Particulars of loans, guarantees or investments under section 186

The Company has not made any Loans and Guarantee pursuant to Section 186 of the Companies Act, 2013. Further, there is no new investment made by the Company during the year pursuant to Section 186 of the Companies Act, 2013, however details of investments made are detailed in Note 12 of the Financial Statements for the year ended 31st March, 2015.

24. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

25. Corporate Governance:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule'8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

i. Conservation of energy:-

a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.

b) The Company has endeavored to optimize the use of energy resources and taken adequate 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 forward to setup necessary energy conservation equipments in near future.

ii. Technology Absorption:-

a) The Company continues to use the latest technologies for improving the productivity and 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 Foreign Exchange outgo during the year in terms of actual outflows is NIL

27. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Orders passed by the Regulators or Courts or Tribunals:-

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company's operation in future.

29. Acknowledgements:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors:

Sd/- CHAIRMAN

Date: 08th August, 2015 Place: Mumbai.

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Mar 31, 2014

Dear members,

The directors are pleased to present the 29th Annual Report of the company and the audited accounts for the year ended 31st March, 2014

Financial Results : (Rs. in Lacs) Particulars 31st March, 2014 31st March, 2013

Total Income 10726.69 15738.57 Total Expenditure 13012.37 16676.17

Profit Before Tax & Exceptional items (2285.68) (937.60)

Exceptional items 0.00 (1044.15)

Provision for Taxation 0.00 (700.00)

Provision for Deferred Tax 43.27 54.42

Profit/(Loss) for the year after Tax and exceptional items (2242.41) (2627.33)

Balance Brought Forward 218.47 2845.79

Balance Carried Forward (2023.94) 218.46

Performance of the Company:

The turnover during the year reduced to Rs.10531.95 lacs as compared to Rs.15457.38 lacs for the previous year ended 31st March 2013.

The infrastructure sector in India presents a pitiable picture. Every infra company is finding the going tough in India. Getting sanctions and clearances from statutory authorities is cumbersome. Receiving payments against bills is delayed. High interest coupled with higher overheads has eaten away the profits. Your company is no exception to this scenario.

Future prospects

The management is of the opinion that unless the interest burden is reduced, the company will find it difficult to make profits. Hence some of the properties owned by the company is proposed to be sold and the bank liability paid off.

Capital and Finance:

Due to severe liquidity problems, the company was not able to pay the dues to Vijaya Bank after our account was classified as Non Performing Asset by the bank in FY 2012-13. The company has filed an appeal with Debt Recovery Tribunal to give reasonable time to dispose the surplus non operating assets and pay off Vijaya Bank. This transaction will not affect the current operations of the company. The company has defaulted in repayment of equipment finance loan from Srei Equipment Finance Ltd., Apart from Vijaya Bank, facilities have been availed from Kotak Mahindra Bank Limited; Both these accounts are standard.

The company''s shares are being traded in the Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE).

Dividend:

As you are aware, during the year 2013-14, the performance did not match expectation. Cash flow has not substantially improved as the company did not receive disbursements from customers on timely basis. To regularise the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.

Directors:

In terms of the provisions of section 152 of the Companies Act, 2013, and Articles of Association of the company, Mr. Dilip Varghese, Directors retire at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Fixed Deposit:

During the year under review, the company has not taken any unsecured loans. Unsecured loans taken from one of the promoter directors during 2012-13 was repaid during the year.

Particulars of Employees:

There are no employees in the company who are drawing prescribed salary under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

Auditors & Their Report:

M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the conditions prescribed under Section 139 (1) of the Companies, Act, 2013 and they satisfy the criteria provided in section 141. Your directors recommend their reappointment.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and outgo:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 is given by way of Annexure to this report.

Corporate Governance

A report on corporate governance is attached to this report as Annexure. Certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement is also annexed herewith.

The Management Discussion and Analysis Report as required under the code of Corporate Governance are given in the Annexure attached to the Director''s Report.

Social responsibility

Your company has been in the forefront in assisting the poor financially and provide medical aid to the ailing.

The construction activities of Tarmat Ltd. are spread all over India, many of them in rural areas. The pollution arising from construction sites is strictly kept under control. Help is always provided to the locals in times of need by way of finance or by vehicles for transportation. Cordial relation is always maintained with the locals, wherever Tarmat is working, hard core support of the locals is available.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors based on the representations received from the operating management confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures from the same.

2. The Directors have, selected such accounting policies and applied them consistently and made judgements and estimates that are 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 loss of the company for the year ended on that date:

3. The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

Personnel and Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgements:

The Board of Directors wishes to express its appreciation for the outstanding contribution made by the employees of the company to the operations of the company during the year. The Board of Directors would like to place on record their appreciation of the assistance, guidance and support extended by the Government at the Centre, States, Banks and other Financial Institutions. Your directors also place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants and clients of the company.





For and on behalf of the Board of Directors

Sd/- chairman

Date: 31.05.2014 Place: Mumbai

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Mar 31, 2013

To, The Members of Tarmat Limited

The directors are pleased to present the 28th Annual Report of the Company and the audited accounts for the year ended 31st March, 2013

Financial Results :

(Rs. in Lacs) Particulars 31st March, 2013 31st March, 2012

Total Income 15738.57 19514.44

Total Expenditure 16676.17 19080.48

Profit Before Tax & Exceptional items (937.60) 433.96

Exceptional items (1044.15) (500.97)

Provision for Taxation (700.00) (388.24)

Provision for Deferred Tax 54.42 72.77

Profit/(Loss) for the year after Tax and exceptional items (2627.33) (382.48)

Balance Brought Forward 2845.79 3228.27

Balance Carried Forward 218.46 2845.79

Performance of the Company:

The turnover during the year reduced to to Rs.15738.57 lacs as compared to Rs.19514.44 lacs for the year ended 31st March 2012.

The infrastructure sector in India presents a pitiable picture. Every infra company is finding the going tough in India. Getting sanctions and clearances from statutory authorities is cumbersome. Receiving payments against bills is delayed. High interest coupled with higher overheads has eaten away into the profits. Your company is no exception to this scenario. There was operational loss as the management decided to write off the stock in Chennai as the works have been foreclosed. Apart from this, there was an exceptional loss by way of fraudulent invocation of bank guarantee of one project in Chennai. The company has filed both civil and criminal case against this party and the matter is subjudice. However, since the money was already paid by the bank, the management decided to write it off on principles of conservatism. Such write off will be reversed and income booked if the court award is favourable.

Future prospects

The management is of the opinion that unless the interest burden is reduced, the company will find it difficult to make profits. Hence some of the properties owned by the company is proposed to be sold and the bank liability paid off. Based on the orders in hand, your directors are optimistic about the performance in the coming year.

Capital and Finance:

Due to severe liquidity problems, the company was not able to pay the monthly interest charged to by Vijaya Bank. Our account with Vijaya Bank was classified as Non Performing Asset by the bank. The company has surplus non opearating assets which can be disposed off subject to obtaining legal clearances and pay off the debt of Vjaya Bank completely. The company has filed an appeal with Debt Recovery Tribunal to give us reasonable time to dispose the assets. This transaction will not affect the current operations of the company. Apart from Vijaya Bank, facilities have been availed from Kotak Mahindra Bank Limited and equipment finance loan from Srei Equipment Finance Ltd. Both these accounts are standard and no dues are pending as on date.

The company''s shares are being traded in the Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE) of India Ltd.

Dividend:

As you are aware, during the year 2012-13, the performance did not match expectation. Cash flow has not substantially improved as the company did not receive disbursements from customers on timely basis. To regularise the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.

Directors:

Mr Chandrakant S Sanghavi was appointed as casual director on 07.11.2012 in place of Mr. A B Karweer who expired on 1.12.2011. He retires at the ensuing Annual General Meeting and is eligible for reappointment. In terms of the provisions of section 255 and 256 of the Companies Act, 1956, and Articles of Association of the company, Mrs. Saramma Varghese, retires at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment.

Fixed Deposit:

During the year under review, the company has taken unsecured loan from one of the promoter directors as it needed funds urgently. This comes within the purview of deposit under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975. The procedures for compliance of the rules is being acted upon.

Particulars of Employees:

There are no employees in the company who are drawing prescribed salary under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

Auditors & Their Report:

M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limit prescribed under Section 224 (1-B) of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of subsections (3) and (4) of section 226 of the Companies Act, 1956. Your directors recommend their reappointment.

The Auditor''s Report to the shareholders contains qualifications. The Company has not received the service tax from the customers. However, as a matter of abundant caution, the liability of Rs. 54.05 lacs created in our books during the years 2006- 2009 has been retained.

The Company has taken unsecured loan from one of the promoter directors as it needed funds urgently. The procedure for compliance with Companies (Acceptance of Deposit) Rules, 1975 is being acted upon.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and outgo:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the companies Act, 1956 read with the Companies (disclosure of the particulars in the report of the Board of Directors) Rules, 1988 is given by way of Annexure to this report.

Corporate Governance

A report on corporate governance is attached to this report as Annexure. Certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement is also annexed herewith.

The Management Discussion and Analysis Report as required under the code of Corporate Governance are given in the Annexure attached to the Director''s Report.

Social responsibility

Your company has been in the forefront in assisting the poor financially and provide medical aid to the ailing.

The construction activities of Tarmat Ltd. are spread all over India, many of them in rural areas. The pollution arising from construction sites is strictly kept under control. Help is always provided to the locals in times of need by way of finance or by vehicles for transportation. Cordial relation is always maintained with the locals, wherever Tarmat is working, hard core support of the locals is available.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors based on the representations received from the operating management confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures from the same.

2. The Directors have, selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the loss of the company for the year ended on that date:

3. The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

Personnel and Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgements:

The Board of Directors wishes to express its appreciation for the outstanding contribution made by the employees of the company to the operations of the company during the year. The Board of Directors would like to place on record their appreciation of the assistance, guidance and support extended by the Government at the Centre, States, Banks and other Financial Institutions. Your directors also place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants and clients of the company.

For and on behalf of the Board of Directors

Sd/-

CHAIRMAN

Date: 27.06.2013

Place: Mumbai

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Mar 31, 2012

To , The Members Tarmat Limited

The directors are pleased to present the 27th Annual Report of the Company and the audited accounts for the year ended 31st March, 2012

Financial Results : (Rs. in Lacs)

Particulars 31st March, 31st March, 2012 2011

Total Income 19,514.44 9,234.80

Total Expenditure 19,080.48 9,209.74

Profit Before tax & Exceptional items 433.96 25.06

Exceptional items (500.97) -

Provision for Taxation (388.24) (78.59)

Provision for Deferred Tax 72.77 78.47

Profit/(Loss) for the year after tax and exceptional items (382.48) 24.95

Balance Brought Forward 3,228.27 3,203.32

Balance Carried forward 2,845.79 3,228.27

Performance of the Company:

After three years of slowdown, your Company started the turnaround in 2011-12. The turnover during the year shot up to Rs. 19,514.44 lacs as compared to Rs. 9,234.80 lacs for the year ended 31st March 2011.

The profit did not go up as expected because of high interest and fixed overheads. The Profit before tax went up to Rs. 433.96 lacs from Rs. 25.07 lacs for the year ended 31st March 2011. However, there was an exceptional loss by way of invocation of bank guarantee payments aggregating to Rs. 500.97 lacs of some projects in Chennai. The Company has fled appeal and the matter is under arbitration. However, the management decided to write it off on principles of conservatism. Such write-off will be reversed and income booked if the arbitration award is favourable.

Like last year, the work with Shirdi Sai Sansthan Trust did not progress at the scheduled pace since all the roads have not been handed over till date.

Future Prospects

The management expects to sustain the growth achieved during 2011-12. Based on the new works started and orders received, your directors are optimistic about the performance in the coming year. The Company has adequate orders to be executed for the next twenty four months.

Capital and Finance:

The Company retained the borrowing facilities with our lead bankers, i.e. Vijaya Bank. Apart from this, facilities have been availed from Kotak Mahindra Bank Limited and equipment finance loan from Srei Equipment Finance Ltd.

The company’s shares are being traded in the Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE).

Dividend:

As you are aware, during the year 2010-11, the performance did not match expectation. Even though there has been increase in turnover in 2011-12, cash flow has not substantially improved as the Company did not received disbursement from customers on timely basis. To regularise the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.

Directors:

In terms of the provisions of section 255 and 256 of the Companies Act, 1956, and Articles of Association of the company, Mr. R C Gupta, and Mr. Dilip Varghese, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

Fixed Deposit:

During the year under review, the Company has not accepted any deposit under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Employees:

There are no employees in the Company who are drawing prescribed salary under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

Auditors & their report:

M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limit prescribed under Section 224 (1-B) of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of subsections (3) and (4) of section 226 of the Companies Act, 1956. your directors recommend their reappointment.

The Auditors’ Report to the shareholders does not contain any qualification. The notes to the accounts referred to in the Auditors’ Report are self explanatory and therefore do not call for any comments.

Conservation of Energy, technology absorption, and foreign Exchange Earnings and outgo:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (disclosure of the particulars in the report of the Board of Directors) Rules, 1988 is given by way of Annexure to this report.

Corporate Governance

A report on corporate governance is attached to this report as Annexure. Certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement is also annexed herewith.

The Management Discussion and Analysis Report as required under the code of Corporate Governance are given in the Annexure attached to the Directors’ Report.

Social responsibility

your Company has been in the forefront in assisting the poor financially and provide medical aid to the ailing. Rupees Ten Lacs was donated during the year to the Navjeevan Centre, Kalyan, a Non Government Organisation initiated in 1994 with the aim of reaching out to commercially sexually exploited women and their children, to motivate and support them to give up their demeaning occupation and work towards integrating them in society.

The construction activities of Tarmat Ltd. are spread all over India, many of them in rural areas. The pollution arising from construction sites is strictly kept under control. Help is always provided to the locals in times of need by way of finance or by vehicles for transportation. Cordial relation is always maintained with the locals, wherever Tarmat is working, hard core support of the locals is available.

Directors responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors based on the representations received from the operating management confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures from the same.

2. The Directors have, selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the company for the year ended on that date:

3. The Director have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

Personnel and Industrial relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgements:

The Board of Directors wishes to express its appreciation for the outstanding contribution made by the employees of the Company to the operations of the Company during the year. The Board of Directors would like to place on record their appreciation of the assistance, guidance and support extended by the Government at the Centre, States, Banks and other Financial Institutions. your directors also place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants and clients of the Company.

For and on behalf of the Board of Directors:

Sd/- CHAIRMAN

Date: 13.08.2012 Place: Mumbai

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Mar 31, 2010

The directors have pleasure in presenting the 25th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2010

Financial Results :

(Rs. in Lacs)

Particulars 31st March, 2010 31st March, 2009

Total Income 12582.44 15852.05

Total Expenditure 12215.33 15462.91

Proft before Tax 367.11 389.14

Provision for Taxation (172.85) (193.37)

Provision for Deferred Tax 37.11 36.07

Provision for Fringe Benefit Tax - (6.86) Provision for Wealth Tax (1.50) (0.75)

Proft for the year after Tax 229.87 224.23

Balance brought Forward 3121.69 3045.70

Proposed Dividend 109.60 109.60

Tax on Proposed Dividend 18.62 18.62

Transfer to General Reserve 20.00 20.00

Balance Carried forward 3203.32 3121.68

performance of the Company:

The turnover of your Company reduced to Rs.12582.45lacs as compared to Rs.15852.05 lacs for the year ended 31st March 2009. This was partly a management strategy coupled with some unforeseen hiccups.

Considering long term strategy and prospects, the management had refrained from taking up any major new projects unless the existing non remunerative contracts were completed. The objective was to complete the existing projects, some of which were started when the petroleum and steel prices were low and had no built in escalation clause. The management has made it a policy to include the escalation clause in all new projects being taken up. Accordingly no new major contracts were started during the year 2009-10.

Major works like recarpeting of runway at Cochin International Airport Ltd., Bus Rapid Transit system of Ahmedabad Municipal Corporation, Airport work at MIDC Nanded, Concretisation of roads at New Mangalore Port Trust were completed in the third and fourth quarters of the year. After this there was natural delay in demobilisation and transportation of machinery and equipments to new sites.

There was some delay by the Govt of Tamilnadu for making available the land for widening of roads of TNRDC projects.

There were unseasonal rains in Chennai where the majority of new works were being executed. Usually in Chennai the heavy rainfall occurs in October- November whereas in 2009, the rains continued to play havoc from July to December 2009

The profit went down to Rs. 367.12lacs from Rs.389.13lacs for the year ended 31st March 2009. This was mainly because of the lower turnover and fixed overheads.

Future prospects

Your directors see a very bright future for the Company. The Company has been quoting aggressively for new projects during the last few months. We have already bagged orders worth Rs.200 Cr. in the first two months. This new transformation will bear fruits from the second half of the financial year.

Capital and finance:

After the successful completion of the IPO, the Company did not raise any further funds from the capital market. The Company retained the same borrowing facilities with our bankers, i.e. Vijaya Bank. Apart from this we have taken temporary working capital demand loan from Yes Bank.

The Company’s shares are being traded in the Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd.(NSE) of India Ltd.

Dividend:

Directors recommend 10% dividend to the shareholders of the Company. We understand that this being the 25th year of the Company, the share holders expect some special dividend. The Board also hopes that we may be able to gratify the share holders as and when the performance picks up.

Directors :

Mr Anant B Karweer was appointed an Additional Director to the Board during the year. He retires at the ensuing Annual General Meeting and being eligible, has offered for reappointment.

In terms of the provisions of section 255 and 256 of the Companies Act, 1956, and Articles of Association of the Company, Mr Dilip Varghese retires at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Fixed Deposit:

During the year under review, the Company has not accepted any deposit under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Employees:

The Board of Directors wishes to express its appreciation for the outstanding contribution made by the employees of the Company to the operations of the Company during the year. There are no employees in the Company who are drawing prescribed salary under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

Auditors & Their Report:

M/s Hegde & Associates, Chartered Accountants, Mumbai, the Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limit prescribed under Section 224 (1-B) of the Companies, Act, 1956 and are not disqualified for such appointment, within the meaning of subsections (3) and (4) of section 226 of the Companies Act, 1956. Your directors recommend their reappointment.

The Auditor’s Report to the shareholders does not contain any qualification. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any comments.

Conservation of Energy, Technology Absorption, and foreign Exchange Earnings and outgo:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of the Board of Directors) Rules, 1988 is given by way of Annexure to this report.

Corporate Governance

As per the listing agreement with the Stock Exchanges, listed companies are required to implement the Corporate Governance Code from the financial Year, 2001-2002 onwards. Your Company’s shares are listed with Bombay stock Exchange and National Stock Exchange of India Ltd. A report on corporate governance is attached to this report as Annexure. Certificate from the Auditors of the Company regarding compliance of clause 49 of Listing Agreement is also annexed herewith.

The Management Discussion and Analysis Report as required under the code of Corporate Governance is given in the Annexure attached to the director’s Report.

Social responsibility

Since construction activity has a very high local impact, Roman Tarmat believes it is important to have controls in place to manage sound levels, dust levels, light and other forms of pollution surrounding the construction area. We feel it is our responsibility to bring happiness to the locals by providing them with help whenever needed, and always to leave them with a smile and good memory.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors based on the representations received from the operating management confirm that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed and that there are no material departures.

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

Personnel and Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgements:

The Board of Directors would like to place on record their appreciation of the assistance, guidance and support extended by the Government at the Centre, States, Banks and other Financial Institutions. Your directors also place on place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants, clients and employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Chairman

Date: 7th July, 2010 Place: Mumbai