Mar 31, 2015
Your Directors have pleasure in presenting the 21st ANNUAL REPORT of your company together with the Auditors Report for the year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2015.
Rs. In Lakhs
Particulars Year ended Year ended 31st March 2015 31st March 2014 Standalone Standalone
Income from Operations 170.36 424.52
Interest and Tax 96.10 69.13
Interest 17.33 13.96
Depreciation 4.63 5.68
Profit/(Loss) before Tax 74.14 49.49
Provision for Tax Â Â
Deferred Tax Â Â
Profit/ (Loss) after tax 74.14 49.49
Particulars Year ended Year ended 31st March 2015 31st March 2014 Consolidated Consolidated
Income from Operations 170.36 424.52
Interest and Tax 94.96 67.49
Interest 17.33 13.96
Depreciation 4.63 5.68
Profit/(Loss) before Tax 73.00 47.85
Provision for Tax Â Â
Deferred Tax Â Â
Profit/ (Loss) after tax 73.00 47.85
2. BUSINESS & PERFORMANCE
During the year under review, the Company has made a standalone profit of Rs.74.14 lacs for the financial year 2014-2015 as compared to standalone profit of Rs.49.49 lacs for the financial year 2013- 2014. Your Company has made a consolidated profit of Rs.73.00 lacs for the financial year 2014- 2015 as compared to consolidated Profit of Rs.47.85 lacsfor the financial year2013-2014.
In order to conserve resources the Board of Directors have decided not to declare any dividend for the current financial year 2014-15.
4. TRANSFER TO GENERAL RESERVES
Your Company proposes to transfer Rs.74,13,919.00 to the General Reserves.
5. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
6. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The Company has given loan of Rs.18,18,26,724/- under Section 186 of the Act during the financial year 2014-15.The Company has not given any guarantee nor made any investments during the Financial year 2014-2015.
7. SUBSIDIARY COMPANIES
Your Company has six subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company.
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.
Performance and financial position of the subsidiary companies is given in Annexure-I.
8. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence no reporting is required to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2015.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act 2013, Mr. S. P.Bharat Jain Tatia , who retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. S. P.Bharat Jain Tatia offered himself for re-appointment. Brief profile is mentioned in the Notice of forthcoming Annual General Meeting of the company.
REAPPOINTMENT OF MANAGING DIRECTOR
In terms of Section 196,197,203 and any other applicable provisions of the Companies Act 2013, Mr. S. P.Bharat Jain Tatia, is eligible for re-appointment as the Managing Director (DIN: 00800056) w.e.f 17th April 2015 for a further period 5 years as recommended by the nomination and remuneration committee, approved by the Board of Directors at their meeting held on 17.04.2015, such terms as contained in the Explanatory Statement.
Pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange Mr. Arun Kumar Bafna and Ms. D. Hemamalini are the Independent Directors of the Company and appointment was made for 5 years at the 20th AGM.
KEY MANAGERIAL PERSONNAL
Mr.Subbarayan Ekambaram was appointed as the Chief Financial Officer of the Company with effect from 22.08.2014 during the financial year.
The Company is yet to appoint company secretary and has given advertisement and circulars at the Institute of Company Secretaries of India (ICSI).
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Executive Directors was carried out by the Independent Directors.
11. STATUTORY AUDITORS
M/s. K.Subramanyam & Co., Chartered Accountants, (Firm Registration Number 004146S) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 29/39/2014, to hold office till the conclusion of the twenty first Annual General Meeting of the company. The Board of Directors of the company has recommended the appointment of Messrs. K.Subramanyam & Co., Chartered Accountants, (Registration Number 004146S) as statutory auditors of the company from the conclusion of twenty first Annual General Meeting till the conclusion of twenty fifth Annual General Meeting of the company, subject to the ratification of appointment of Statutory Auditors at every annual general meeting by the shareholders.
12. COMMENT ON STATUTORY AUDITOR'S REPORT
There were no adverse remarks made by the statutory auditor, Mr. K. Subramanyam, Chartered Accountants bearing (Membership No. 023663, Regn. No. 004146S), in the Statutory Audit Report, during the current financial year.
13. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries,(CP No.1087:, FCS:3534),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure VI'.
14. COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries bearing (CP No. 3122), in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year.
According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,none of the employees fall under the category specified under the said Section and the Rules made there-under.
16. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. The provisions of Section 188(1) of the Act are not applicable. Details given in Annexure - II Form No. AOC 2.
17. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-III in the prescribed form MGT-9 and forms part of this Report.
18. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
19. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.
20. MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per Clause 49 of the listing agreement entered into with the stock exchanges, Management Discussion and Analysis report (ANNEXURE - IV) and Corporate Governance Report with Auditors' certificate thereon (ANNEXURE-V) are attached and form part of this report.
21. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
22. NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.
23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, the Managing Director of the Company and forms part of the Annual Report and the website of the Company at www.tatia.co.in
24. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report and the website of the Company at www.tatia.co.in.
25. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company as per the act and no committee is required to be form.
26. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March 31, 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 March 31, 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.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE ACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
The Board of Directors would like to thank all employees of the Company and also Company's shareholders, auditors, customers and bankers for their continued support.
On behalf of the Board of Directors For Tatia Global Vennture Limited
Sd/- S.P.Bharat Jain Tatia Place: Chennai Managing Director Date: 28th August 2015 DIN.NO.00800056
Mar 31, 2014
The Directors have pleasure in presenting their report on the financial results of the company for the Twentieth year, along with the Audited Balance Sheet as on 31st March, 2014 and the Profit and Loss Account for the year ended 31st March, 2014.
1. Financial Results
Your Directors are pleased to furnish below the financial results for the year ended 31st March, 2014
Rs. In Lakhs Particulars Year ended Year ended Year ended Year ended 31st March 31st March 31st March 31st March 2014 2013 2014 2013 Standalone Standalone Consolidated Consolidated
Income from Operations 295.41 775.12 295.41 2554.42
Non-Operating Income 129.12 62.40 129.12 62.49
Total Income 424.52 837.52 424.52 2616.91
Total Expenditure 375.03 787.21 376.67 2466.65
Profit/(Loss) before depreciation Interest and Taxation 29.85 50.31 28.21 150.26
Interest & Finance Charges 13.96 17.73 13.96 17.76
Depreciation 5.68 6.94 5.68 6.97
Profit/(Loss) before Tax 49.49 25.64 47.85 125.53
Provision for Current Taxes --- 4.32 --- 4.32
Provision for Deferred Taxes --- (0.91) --- (0.91)
Profit/(Loss) after Tax 49.49 22.23 47.85 122.12
Balance in Profit & Loss Account (138.29) (160.52) (150.70) 21.87
Balance carried to Balance Sheet (88.81) (138.29) (102.85) 143.99
Your Company has made a Standalone profit of Rs. 49.49 lacs for the financial year 2013-14 as compared to Standalone profit of Rs.22.23 lacs in the previous year 2012-13. Your Company has made a Consolidated profit of Rs. 47.85 lacs for the financial year 2013-14.
In order to stream line Company''s business model, the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.
3. FUTURE PROSPECTS
Your Company has prepared itself for entering into diversified projects through its special purpose vehicles, and your Board of Directors believes this will help the company to make profitable.
4. FIXED DEPOSITS
Your Company has neither accepted nor invited any Fixed deposit from the public in terms of Section 58A of the Companies Act, 1956 during the financial year ended 31st March 2014.
The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Arun Kumar Bafna and Mr. Kamlesh Parasmal as Independent Directors of the Company. Mr. Kamlesh Parasmal, Director of the Company is resigning from the position of Directorship with effect from 19/06/2014. Ms.D.Hemamalini is appointed as independent director of the Company with effect from 31/07/2014, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the retiring independent director as well as the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr.Arun kumar Bafna and Ms.D.Hemamalini are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company. Mr. Pannalal Tatia Jain Sampathlal, Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.
6. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:
i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. that 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;
iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the directors had prepared the annual accounts on a ''going concern'' basis.
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report for the year under review, as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure A.
8. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of the Corporate Governance as prescribed in the Listing agreement entered into with Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure B.
9. SUBSIDIARY COMPANIES
The details of Subsidiary Companies are:-
Sl.No. Name of Subsidiary Companies Registered Office Address
1. Deverbetta Lands Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
2. Sagarvar Gambhira Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
3. Sundervans Infrastructure and No. 19, 3rd Floor, Aroshree Tower, Developers Private Limited Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
4. Thali Estates Private Limited No. 19, 3rd Floor, Aroshree Tower,
Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
5. Kalyanang Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
6. Pajjuvasami Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006
10. Consolidated Financial Statement
The holding companies are exempt from publishing the accounts of subsidiaries subject to fulfillment of certain conditions vide Circular No.2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate Affairs. However, the financial statements of the subsidiary companies has been prepared and form part of the Consolidated Financial Statements.
11. Conservation of Energy / Technology Absorption and Foreign Exchange Earnings / Outgo Conservation of Energy:
The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. Since the Company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable. However the company has invested in power generation projects through its wholly owned subsidiary.
The Company has not adopted /intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.
12. Particulars of Employees
None of the employees fall under the category specified under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 for the year.
The Auditors, M/s. K. Subramanyam & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. K. Subramanyam & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.
14. Company Secretary
The company is in a continuous process of appointing a whole time company secretary. The company is scouting for a suitable candidate directly and even through Institute of comapny secretaries of India.
However the company in due course have utilised the services of practising company secretaries with regard to all compliance related matters.
Further the company has up to date compliance recods with stock exchange as per the listing aggreement requirements.
15. Registrar Cum Transfer Agent:
During the year both the National Securities Depository Limited and the Central Depository Services (India) Limited connectivity was shifted to M/s. Purva Sharegistry (India) Private Limited and also act as an in house agent for physical transfer of shares.
16. Corporate Social Responsibility
The activities carried by your Companies are always socio- economic concerned and your company will always have it in concern about the community in which it is operating and the people belonging to that community.
The Board of Directors expresses its sincere appreciation to all the shareholders and well wishers of the Company for their co-operation and support extended to the Company and looks forward to their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on record its sincere appreciation to Financial Institutions, Bank, the concerned departments of State and Central Governments, Employees, the Union for their valuable assistance, support and excellent co-operation extended to the Company and looks forward to their continued patronage in the years to come.
By Order of the Board of Directors For Tatia Global Vennture Limited
Place: Chennai Date: 22nd August 2014 Sd/- S.P.Bharat Jain Tatia Managing Director DIN.NO.00800056