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Directors Report of Tantia Constructions Ltd.

Mar 31, 2023

The Monitoring Committee of the Company is pleased to present its Board''s report and financial statements for the financial year ended March 31,2023.

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated Financial Statements for the Financial Year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as âInd ASâ) prescribed under Section 133 of the CompaniesAct, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.

Your Company''s financial performance, for the year ended March 31,2023, is as summarized below:

	(Rs. in Lakhs)
	Particulars	Standalone		Consolidated
		March 31, 2023	March 31, 2022	March 31,2023	March 31, 2022

	Revenue from Operations (Net) and other Income	17,237.00	16,077.00	10,878.00	10,662.00
	Profit/(loss) before interest, Depreciation & Tax	6,768.00	5,860.00	389.00	441.00
	(EBITDA) before Exceptional Items
	Finance Cost	211.00	196.00	211.00	196.00
	Depreciation	370.00	424.00	394.00	449.00
	Profit Before Tax (PBT)	6,187.00	5,240.00	(216.00)	(204.00
	Exceptional Items	-	-	-	-
	Provision for Tax	1,653.00	1,408.00	-	1.00
	ProfitAfter Tax(PAT)	4,534.00	3,832.00	(241.00)	(226.00
	Balance brought forward from previous year	-	-	-	-
	Other Comprehensive Income (OCI)	-	-	-	-
	Total Comprehensive Income for the year	4,534.00	3,832.00	(241.00)	(226.00)
	Profit available forAppropriations	4,534.00	3,832.00	(241.00)	(226.00
	Appropriations :
	Interim Equity Dividend	-	-	-	-
	Proposed Final Equity Dividend	-	-	-	-
	Tax on Equity Dividends	-	-	-	-
	Previous YearTaxon Equity Dividends	-	-	-	-
	General Reserve	-	-	-	-
	Balance carried to the next year''s account	26,752.00	22,218.00	22,734.00	22,975.00
*Previous year figures have been regrouped/ rearranged wherever considered necessary.

During the year under review, based upon the Standalone Financial Statements, the revenue from operations and other income of your Company, the total income is Rs. 17,237/- Lakhs (Previous Year Rs. 16,077/- Lakhs), registering an increase of 7.22% .The profit before tax excluding exceptional items is Rs. 6,187/- Lakhs for the financial year under review as against Rs. 5,240/- Lakhs for the previous financial year. The Profit after Tax is Rs. 4,534/-Lakhs (Previous Year Rs. 3,832/- Lakhs).

The Company is being run as a Going Concern by the Monitoring Committee wherein the approved Resolution Plan is presently under Implementation and in line with the provisions of IBC.

During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc. have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RAhas moved to the Honâble National Company Law Tribunal, Kolkata Bench (âNCLT), inter alia, praying for speedy transfer of the same. The NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of transfer of shares. In the said regard, the difference of 99,19,032 equity shares between the issued and listed share capital, on account of preferential allotment of Equity Shares to the promoters of the Company, was in the process of being resolved, and necessary steps are also being taken by the Company to regularize the issues faced in the said regard, with all the concerned authorities involved.

A meeting of the Monitoring Committee was held vide an order of the Honâble NCLT dated 14th November 2022, wherein decisions were made to resolve the issues being faced in the implementation of the approved resolution plan. The Monitoring Committee has apprised the Honâble NCLT of the outcome of the meeting vide an application filed on 28th December 2022. which inter alia included prayers for resolving the anomaly of the Equity shares as stated in para above. The adjudicating authority duly allowed the prayers sought by the MC vide its order dated 1st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.The MC is currently in the process of implementing the Resolution Plan as per the above directions issued by Adjudicating Authority.

A detailed analysis of financial results is given in the âManagement Discussion and Analysis Reportâ, which forms an integral part of this Report.

DIVIDEND

There is no recommendation of dividend on equity shares for the Financial Year ended March 31,2023.

TRANSFERTORESERVES

The Company has not transferred any amount to the reserves during the year under review.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2023 stands at Rs.40,00,00,000/-divided into 3,90,00,000 number Equity Shares of Rs.10/- each and 10,00,000 10.5% Cumulative Redeemable Preference Shares of Rs.10/- each. The paid-up Equity Share Capital of your Company as on March 31, 2023 is Rs.28,74,20,980/- divided into 2,87,42,098 number of Equity Shares of Rs. 10/- each, fully paid up.

During the year under review, there is no change in theAuthorized Share Capital and Paid-Up Share Capital of your Company.

MATERIAL CHANGESAND COMMITMENTS, IFANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no change in the nature of business of the Company. However, the Adjudicating Authority duly allowed the prayers sought by the MC vide its order dated 1 st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.

FINANCEANDACCOUNTS

During the year under review, your Company has not availed any credit facilities.

As mandated by the Ministry of CorporateAffairs, the Financial Statements for the year ended March 31,2023 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31,2023.

PUBLICDEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public falling within the meaning of Section 73 of the CompaniesAct, 2013 (hereinafter referred to as âthe Actâ).

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY UNDER SECTION 186 OF THE COMPANIESACT, 2013

During the year under review your Company has not made any investment, has not granted any loans, guarantee and/ or has not provided any security in accordance with the provisions stated in Section 186 of the Act. Details of Loans, Guarantees and Investments covered under the provisions of the said section have been disclosed in Note Nos. 5,6,13 and 44 of the notes to the FinancialStatements.

In addition to the above, it may be pertinent to note that since your Company is engaged in the business of providing infrastructural facilities. The provisions stated in Section 186 of the Companies Act, 2013, except for the provisions stated in Section 186 (1) of the CompaniesAct, 2013 is not applicable to it.

CONSOLIDATED FINANCIALSTATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2023 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Company''s subsidiaries, associate companies and Joint Ventures, as approved by their respective Board ofDirectors and Co-Venturers.

HUMAN RESOURCESAND INDUSTRIAL RELATIONS

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced, the motivated work force aided your Company in maintaining its operations.

RISK MANAGEMENT

Your Company had prior to the commencement of the CIR Process, implemented a Risk Management Policy, the effective implementa- tion of which has been detailed in the enclosed Management Discussion & Analysis Report, which forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY

During the year under review, your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the provisions stated in Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism policy named Vigil Mechanism Policy (VMP) to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of your Company at www.tantiagroup.com Investorâs Corner Policies Vigil Mechanism Policy.

SUBSIDIARIES, JOINTVENTURESANDASSOCIATECOMPANIES

Consolidated Financial Statements of your Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statement of your Company''s subsidiaries, associates, joint ventures in the prescribed Form AOC-1 is annexed to the consolidated financial statement and forms part of this Report. The statement also provides the details of performance and financial positions of each of the subsidiaries, associates and joint ventures.

In accordance with Section 136 of the Act, the audited Financial Statements, including the consolidated Financial Statements and related information of your Company and its subsidiaries, are available on the website of your Company, www.tantiagroup.com/Investor''s Corner/Annual Report.

Your Company had prior to the commencement of CIR Process, implemented a policy for determining material subsidiaries which is available on the Company''s website at www.tantiagroup.com/Investorâs Corner/Policies/Material Subsidiary Policy. In terms of the stated policy, none of the companies met the criteria of being treated as a material subsidiary during the period under review.

DETAILS OF DIRECTORSAND KEY MANAGERIAL PERSONNEL

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated, May 31^st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24^th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

During the year under review, as per the terms of the approved Resolution Plan, the Monitoring Committee has been overseeing the implementation of the approved Resolution Plan and the day to day operations of the Company. The Board of your Company continues to consist of two (2) Directors -Sri I.P. Tantia and Sri Rahul Tantia, Promoter Executive Directors of the Company- with their powers suspended, during the year under review.

The details of the Companies in which the above stated Directors hold the membership/ chairmanships of Board Committees, as stipulated under SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Section of this Annual Report.

During the year under review, no new Directors have been appointed on the Board of your Company.

The Key Managerial Personnel of your Company during the Financial Year under review is Ms. Priti Todi-Company Secretary. During the year under review, there has been no change in the Key Managerial Personnel of your Company.

DETAILS OF BOARD MEETING

During the year under review, as per the terms of the approved Resolution Plan, the Monitoring Committee has been overseeing the implementation of the approved Resolution Plan and the day to day operations of the Company. Hence, no meeting of the Board of Directors or Committee has been held after the approval of the Resolution i.e. February 24, 2020.

However, as the power of the Board of Directors of your Company stand suspended and the Monitoring Committee has been overseeing the day to day operations of the Company during the year under review, the Monitoring Committee has been holding meetings with the members of the Monitoring Committee wherein a meeting was held on May 30, 2023 to adopt the Financial Results for the financial year ended March 31,2023.

COMMITTEES OF THE BOARD

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated May 31^st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24^th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

Your Company prior to the commencement of CIR Process, had an Audit Committee, a Nomination and Remuneration Committee, a Stakeholders Relationship Company and a Finance Committee with a code of conduct for Principal Executives and senior financial Officers of your company, laid down by the Board and also available on your Company''s website ; www.tantiagrouD.com.

However, as the Board of your Company stands suspended after commencement of CIR Process, no meetings of any of the Committee have been held during the year under review.

ANNUAL EVALUATION OF THE BOARD

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, May 31^st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24^th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

With the Monitoring Committee overseeing the implementation of the approved resolution plan and the day to day operations of the Company, there stands no requirement for the evaluation of the Board.

NOMINATIONAND REMUNERATION POLICY

Your Company, had prior to the commencement of the CIR process, a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel aligning with the requirement of the Act and the Listing Regulations, the particulars of which are stated in the enclosed Corporate Governance Report and are also available on the Company''s website at www.tantiagroup.com/ Investorâs Corner/ Policies.

FAMILIARIZATIONPROGRAMMEFOR INDEPENDENT DIRECTORS

Your Company, had prior to the commencement of CIR Process, implemented a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc., the details of which are explained in the Corporate Governance Report and are also available on the Company''s website at www.tantiagroup.com/ Investorâs Corner/ Policies.

DECLARATIONBYINDEPENDENTDIRECTORS

In light of the above, your Company has not received any declaration from the Independent Directors during the year under review.

MANAGEMENT OPINION ON THE QUALIFICATIONS/ EMPHASIS OF MATTERS/ NOTES GIVEN BY AUDITORS IN THEIR STANDALONEREPORTS

Members'' attention is invited to the observation made by the Auditors under âBasis for Qualified Opinionâ appearing in the Auditor''s Reports.

(a) Other income of INR 7851 Lakh (Previous Year INR 6040 lakhs) includes income of INR 6359 Lakh (Previous Year INR 5414 Lakhs) on account of net gain arises on financial assets measured at FVTPL (basis respective prevailing coupon rate) of Preference Shares of Tantia Infrastructure Private Limited (100% Subsidiary). Considering the current financial situation of the subsidiary and non-availability of the fair valuation report, the profit of the company is overstated by INR 6359 Lakhs (Previous Year INR 5414 Lakhs) for the year ended 31st March 2023.

(b) Measurement and recognition of Preference Share of INR 29654 Lakh (At fair value after netting of provision for diminution in value of INR13271/- Lakh) in Tantia Infrastructure (P) Ltd (TIPL), 100% subsidiary at fair value assuming the recovery of the same on due dates which is not in line with current financial situation of the Subsidiary and also no fair valuation has been done by the company.

(c) Company has not accounted for INR 23 Lakh as rental income for RMC Plant at Guwahati. Hence standalone profit is understated by INR 23 Lakh.

Our opinion is modified in respect of above matters.

Membersâ attention is invited to the observation made by the Auditors under âEmphasis of Mattersâ appearing in the Auditorâs Reports.

(a) There is delay in implementation of the Approved Resolution Plan for the reasons mentioned in Note 57 of the financial statements. Monitoring Committee is currently implementing resolution process as per order passed by Hon''ble NCLT dt 1st May 2023 read with the corrigendum order dated 18th May 2023 and instructions given thereafter in this matter by the Adjudicating Authority, the affairs of the Company are managed by the Monitoring Committee as a going concern basis.

(b) In terms of the Hon''ble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

(c) Trade receivables and Other Financial Assets (Current assets) includes INR 5367 lakhs (Previous Year INR 5701 Lakh) and INR 253 Lakhs (Previous Year INR 707 Lakh) , respectively lying outstanding for more than three years. As receivable mainly from government agencies, subsidiary company or pending under arbitration, the same has been considered good and as such no provision has been made there against by the Management.

(d) Miscellaneous Income under Other Income of INR 1217 Lacs includes INR 1074 Lacs on account liability written back, and INR 1 Lacs on account of profit on sale of fixed assets and INR 142 Lacs on account reimbursement of insurance premium relating to earlier years.

(e) Interest from Others of INR 83 lacs includes INR 76 Lacs on account settlement amount received from WBHIDCO for cancellation of leasehold land rights.

(f) Fixed deposit of INR 1000 Lakh (PY INR 1000 Lakh) given as performance security to âCommittee of Creditorsâ by Resolution Applicant as per the Approved Resolution Plan, treated as amount received by the Company from the Successful Resolution Applicant and the same has been included in âOther banks balancesâ by creating corresponding liability to them and shown under âOther Current Liabilitiesâ. Further, interest income of INR 29 lakhs accrued thereon accounted for under other income and corresponding liability accounted as âother financial liabilities.

(g) INR 350 lakhs (PY INR 350 Lakh) received from Resolution Applicant as per approved resolution for payment to employees and other operational creditors. Pending implementation of Resolution Plan, the same has been deposited with bank as short-term deposit and interest accrued thereon of INR 15 lakhs has been accounted for as interest income.

(h) Sundry Balance of INR 382 Lakhs includes INR 312 Lakhs on account of balance written off for Tantia JV and INR 70 Lacs balance written off on account of receivable from Employee.

(i) Original Title deeds with respect to Land at Domjur held by the Company is not available, however certified true copy of the title deed has been provided to us.

(j) Advance to suppliers includes INR 232 Lakh (PY Rs 232 lakh) to different parties during the period of Corporate Insolvency Resolution Process, is still due to be recovered or adjusted and same has been considered as good.

(k) In terms of the Hon''ble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

(l) The company has regular programme of physical verification of fixed asset by which same is verified in phases over a period of 3 years. During the current financial year, the process of verification was not made hence reconciliation with physical balance could not be made.

(m) Associate Company Tantia Sanjauliparkings Private Limited (TSPL) has been admitted to CIRP process by adjudicating Authority vide order dated 23rd March 2023. No provision for diminution in value of investment made.

(n) Tantia Infrastructure Private Limited (hereinafter referred to as "TIPL"), subsidiary company has in turn made substantial investments in inter-alia in another subsidiary company, Tantia Raxaultollway Private Limited (hereinafter referred to as "TRPL"). TRPL being an SPV entity is currently non-operational and the project is currently under arbitration. Owing to the same status of the operations at the subsidiaries and the stated pending arbitration, advance against material amounting to INR 4475 Lakh (PY INR 4475 Lakh) and Advance against Contract amounting to INR 2031 Lakh (PY INR 2031 lakhs) payable to TRPL by the Company, has been retained.

Our opinion is not qualified in respect of the above paragraph (a) to (n).

Management Response to the Basis for Qualified Opinion and emphasis on matters inAuditors Report

a-n. As regards to qualified opinion and emphasis of matters expressed by the Auditors in their Report with regards to the Standalone Financial Statement, attention is hereby drawn to the notes of Standalone Financial Statement which are selfexplanatory and, there- fore, do not call for any further comments.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)( c) read with Section 134(5) of the Act, the Monitoring Committee hereby confirms that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there has been no material departure;

(b) they have 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 March 31,2023, and of the profit for the year ended on that date;

(c) they have made proper and sufficient care 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 i rregularities;

(d) they have prepared the annual accounts on a going concern basis

(e) they have laid down internal financial controls to be followed by the Company have been laid and such internal financial controls are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

Your Company, prior to the commencement of the CIR Process, had an internal mechanism for the purpose of identification and monitor- ing of Related Party Transactions which is available on the Company''s website, www.tantiagroup.com/ Investorâs Corner/ Policies/ Related Party Transaction and Materiality Policy.

During the period under review, none of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All the related party transactions are in the ordinary course of business and at arm''s length. The Monitoring Committee has approved the proposed related party transactions for the financial year 2022-2023 and estimated related party transactions in the Financial year 2023-2024. There are no material related party transactions during the year under the review. Information on Transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of The Companies (Accounts) Rules, 2014 are given in Form AOC-2, annexed herewith as âAnnexure IVâ, which forms part of this Report.

DETAILS OF SIGNIFICANTAND MATERIALORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

The Adjudicating Authority duly allowed the prayers sought by the MC vide its order dated 1st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.

AUDITORS Statutory Auditors

At the 55th Annual General Meeting held on July 26, 2021, M/s. J Jain & Co., Chartered Accountants (Firm Registration No. 310064E), were appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 55thAnnual General Meeting till the conclusion of the 60thAnnual General Meeting of the Company.

The requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been done way by the Companies Amendment Act, 2017 notified by the Ministry of Corporate Affairs vide a notification no. GSR 432(E dated May 7, 2018, and hence the notice of ensuing Annual General Meeting does not carry any resolution pertaining to ratification of appointment of Statutory Auditors.

TheAuditor''s Report forms an integral part of this Report.

Cost Auditors

In accordance with the provisions of Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules, 2014, as amended from time to time, M/s. S Chhaparia & Associates (FRN: 101591), Cost Accountants, Kolkata, were appointed as the Cost Auditors of your Company, to conduct the Cost Audit for the financial year ended March 31,2023 and to submit the CostAudit Report in Form No. CRA-4.

Secretarial Auditors

In accordance with the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, Members at its meeting held on September 23, 2022 appointed M/s M R & Associates, Practising Company Secretaries, 46 B. B. Ganguly street, Kolkata -700012, as the Secretarial Auditor of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2023andto submit SecretarialAudit Report in Form No. MR-3.

There are qualifications in the SecretarialAudit report as stated inAnnexure II.

CORPORATE GOVERNANCE REPORT

As stipulated in Schedule V of Regulation 34(3) of the Listing Regulations, a separate section on Corporate Governance practices followed by your Company together with a certificate from the Practicing company Secretaries confirming compliance of the said, has been enclosed herewith as âAnnexure VIII.â and forms an integral part of this Report.

ENERGYCONSERVATION,TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSANDOUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is annexed herewith as âAnnexure- Vâ and forms an integral part of this Annual Report.

EXTRACT OFANNUAL RETURN

As required under the CompaniesAct, 2013, theAnnual Return is put up on the Company''s website and can be accessed at http://tantiagroup.com/disclosures/Annual-Return-2022-2023.pdf

PARTICULARS ON REMUNERATION OF EMPLOYEES

Information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto, is annexed to this Report and marked as âAnnexure- V aâ. The statement containing particulars of top ten employees as required under Section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto, is annexed to this Report and marked as âAnnexure V bâ.

None of the Employees listed in the saidAnnexures is a relative of any Director of your Company.

ENVIRONMENT

Your Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

Your Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the Employees and values every individual and is committed to protect the dignity and respect of every individual. Your Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review, no cases of sexual harassment against women employees were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

MICRO, SMALLAND MEDIUM ENTERPRISE DEVELOPMENTACT,2006

Your Company being an enterprise engaged in providing or rendering of services with investment in plant and machinery or equipments not exceeding Rs 50 crores and turnover not exceeding Rs. 250 crores registered itself as MSME as per the provisions of Section 3(ii) of the Micro, Small and Medium Enterprise Development Act, 2006 read with notification no. s.o. 1702 ( E ) dated June 1,2020 and May 5, 2021.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) to the extent possible.

RECONCILIATION OF SHARE CAPITALAUDIT REPORT

As per the directive of Securities and Exchange Board of India, M/s. M R &Associates, Practising Company Secretaries, (CP No.: 2551), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

MANAGEMENT DISCUSSION &ANANLYSIS REPORT

A detailed review of operations, performance and future outlook of your Company is given in this report annexed herewith as Annexure VII, under the head âManagement Discussion and Analysis Reportâ (MDA) and forms an integral part of this Report.

DETAILS OF APPLICATION MADE/OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

This is to apprise the members that Hon''ble National Company Law Tribunal, Kolkata bench (hereinafter referred to as the âHon''ble NCLTâ), vide its order dated March 13, 2019 (hereinafter referred to as the âInsolvency Commencement Dateâ), admitted the application for initiation of Corporate Insolvency Resolution Process (hereinafter referred to as âCIR Processâ) filed by State Bank of India in respect of Tantia Constructions Limited, in accordance with Section 7 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as âthe Codeâ). Pursuant to the Order passed on March 13, 2019, Mr. Kshitiz Chhawchharia was appointed as the Interim Resolution Professional (hereinafter referred to as the âIRPâ) to manage the affairs of the Company, and was subsequently confirmed as the Resolution Professional (hereinafter referred to as the âRPâ) by the Committee of Creditors (hereinafter referred to as the âCoCâ) via e-voting conducted in the first meeting of the CoC, which concluded on April 18, 2019, to carry out the CIR Process for the Company.

On February 24, 2020, the Hon''ble NCLT approved the Resolution Plan (hereinafter referred to as the âApproved Resolution Planâ) submitted for your Company by the consortium of EDCL Infrastructure Limited (hereinafter referred to as âEDCL Infraâ) and Upendra Singh Construction Private Limited (hereinafter referred to as âUSCPLâ) (hereinafter EDCL Infra together with USCPL, is referred to as the âConsortiumâ or the âSuccessful Resolution Applicantsâ or the âRAâ).

In terms of the Approved Resolution Plan, a Monitoring Committee (hereinafter referred to as the âMCâ) has been constituted comprising of seven members - three (3) representatives from the Financial Creditors (as decided by the CoC), three (3) representatives from the Successful Resolution Applicants and the Erstwhile Resolution Professional, to manage the affairs of the Company as a going concern and supervise the implementation of the Approved Resolution Plan until the transfer of control of your Company to the Successful ResolutionApplicant.

DETAILS OF DIFFERENCE BETWEEN THEAMOUNT OF THE VALUATION

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company as there has no one time settlement in case of the Company.

OTHER DISCLOSURES/REPORTING

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

(g) Issue of Equity Shares with differential rights as to Dividend, voting or otherwise

(h) Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

(i) None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Company''s subsidiaries

(j) No fraud has been reported by theAuditors to the Monitoring Committee CAUTIONARYSTATEMENT

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

APPRECIATION

We wish to place on record our appreciation for the sincere services rendered by the Employees of your Company at all levels. We also wish to place on record our appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other stakeholders such as shareholders, customers and suppliers, among others. We also commend continuing commitment and dedication of the Employees at all levels, which has been critical for the Company''s success. We look forward to their continued support in future.

Mar 31, 2016

Dear shareholders,

The Directors have pleasure in presenting the 51^st Annual Report together with the Audited Statement of Accounts of Tantia Constructions Limited ("the Company") for the year ended March 31, 2016.

FINANCIAL PERFORMANCE

The summarized standalone results of your Company are given in the table below:

(Rs. in Lakhs)

PARTICULARS	STANDALONE
PARTICULARS	2015-16 \|	2014-15
Revenue from operations (net) and other income	41060	53436
Profit/(loss) before interest, depreciation & tax (EBITDA)	5089	5575
Finance charges	7197	9506
Depreciation	1221	2107
Profit before tax (PBT)	(3329)	(6038)
Provision for tax	(293)	73
Profit after tax (PAT)	(3036)	(6111)
Balance brought forward from the previous year	-	-
Profit available for appropriations	-	-
Appropriations:
Interim equity dividend	-	-
Proposed final equity dividend	-	-
Tax on equity dividend	-	-
Previous year tax on equity dividend	-	-
General reserve	1415	1415
Surplus carried to the next year''s account	-	-

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

DIVIDEND

During the year under review, with a view to conserve the resources for future development of the Company, your Directors do not recommended any dividend for the year ended March 31, 2016.

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company declined by 22.50% from '' 52330 lakhs to Rs. 40554 lakhs. For FY2016, your Company''s loss after tax stood at Rs. 3036 lakhs vis-a-vis loss after tax of Rs. 6111 lakhs in the previous year. Your Company continues to be under Corporate Debt Restructuring Schemes.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs. 18,82,30,660/-.

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2016) and date of the report (May 30, 2016).

INDUSTRY SCENARIO

Infrastructure sector is one of the key drivers of economic development in a developing country like India. In recent years, India has consistently increased investment on infrastructure from 5% of GDP in the 10th Five Year Plan period to 9% in the 11th Five Year Plan. India needs Rs. 31 trillion (USD 454.83 billion) to be spent on infrastructure development over the next five years, with 70% of funds needed for power, roads and urban infrastructure segments.

However, development in basic infrastructure is still relatively slower compared to other countries. The rapid growth of the Indian economy in recent years has placed increasing stress on physical infrastructure i.e. electricity, railways, roads, ports, irrigation, water supply and sanitation, all of which already suffer from deficit in terms of capacities as well as efficiencies. The infrastructure sector is mainly affected due to delay in project awarding, environmental clearance hurdles, land acquisition issues, slower execution, lack of cheaper financing options etc.

OUTLOOK

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

There was a significant increase of Rs. 70,000 crores in investment in infrastructure in 2015-16 over the previous year with a focus on railways and roads. Rising demand for infrastructure facilities given the rapid growth in urbanization, bulging middle-class and an increasing working-age population would warrant substantial increase in infrastructure investments during the current decade.

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

The Indian economy is one of the largest globally with a promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil prices and reform-oriented policies, among others. For the construction sector, years of strained liquidity resulting from increasing working capital cycles and restrained lending by banks and aggressive bidding at low margins is expected to reverse with the government focused on creating transparent policies and innovative operational models to drive sectoral growth.

DETAILS OF BOARD MEETINGS

During the year, 4 (four) Board Meetings were convened and held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the stipulated time period as prescribed under the Companies Act, 2013.

COMMITTEES OF BOARD Audit Committee

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

Nomination and Remuneration Committee

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

Stakeholders'' Relationship Committee

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

Finance Committee

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

Corporate Social Responsibility Committee

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

Corporate Social Responsibility (CSR) Policy

The CSR policy is uploaded on the Company''s website. Further, the Report on CSR activities/initiatives is enclosed as Annexure A.

FINANCE

Cash and cash equivalent as at March 31, 2016, was Rs. 3391 lakhs. The Company continues to focus on the judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

EXTRACT OF ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy (VMP) to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the Company''s website, www.tantiagroup.com^Investor''s Corner Policies Vigil Mechanism Policy.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. That in the preparation of the annual financial statements for the year ended March 31, 2016, 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, 2016 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.

AUDITORS Statutory Auditors

M/s. Konar Mustaphi & Associates, (Firms'' Registration No: 314125E) Chartered Accountants, Kolkata, have been appointed as Statutory Auditors of the Company for a period of 5 (Five) years at the previous Annual General Meeting held on September 29, 2015, subject to ratification by shareholders at every Annual General Meeting.

The Company''s Statutory Auditors, M/s. Konar Mustaphi & Associates, Chartered Accountants, Kolkata, who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment for a further period of 4 (four) years. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under Regulation 33 of the SEBI LODR (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members'' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditor''s Reports.

a) Para (vii) to the Annexure A to the Independent Auditors Report regarding delay in payment of statutory dues outstanding for more than 6 months.

b) Note 42 to the Financial Statement in relation to excess payment of Managerial Remuneration for the Financial Year 2013-14 for which the Management is in the process of taking approval of the Central Government. During the financial year 2015-16 an amount of Rs. 90 lakhs has been paid / provided as Remuneration to the Chairman and Managing Director which exceeded the eligible limit by Rs. 30 lakhs, for which necessary approval from the shareholders is being obtained by the Company.

c) Note 8 to the Financial Statement regarding non-payment of short term loan from Vijaya Bank against which the Bank has issued notice under the SARFAESI ACT (2002) and has taken symbolic possession of land mortgaged with them for the said loan.

Management Response to the emphasis on matters in Auditor''s Report

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

b) & c) As regards to emphasis of matter expressed by the Auditors in their Report with regards to Note noâs 42 and 8 of Standalone Financial Statement, attention is hereby drawn that Note noâs 42 and 8 of Standalone Financial Statement are self- explanatory and therefore not call for any further comments.

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

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its construction activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s S Chhaparia & Associates (FRN: 101591) to audit the cost accounts of the Company for the financial year 2015-2016 on a remuneration of Rs. 85,000/- per annum plus reimbursement of out of pocket expenditure, and applicable taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s S Chhaparia & Associates, Cost Auditors, is included in the Notice convening the Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M.R. & Associates, (CP No: 2551), a firm of company secretaries in practice to undertake the secretarial audit of the Company. The Report of the secretarial audit is annexed herewith as "Annexure C".

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

RELATED PARTY TRANSACTIONS

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

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

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

The Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link www.tantiagroup.com/Investor''sCorner/Policies/Related Party Transaction Policy.

SUBSIDIARY COMPANIES

During the year under review, your Company is having 4 (four) subsidiary companies namely - Tantia Infrastructure Private Limited, Tantia Batala-Beas Tollway Private Limited, Tantia Sanjauliparkings Private Limited and Tantia Raxaultollway Private Limited, out of which, the first 3 (three) are wholly-owned subsidiaries of the Company. The statement containing salient features of the financial statement of subsidiaries/associate companies/joint venture is enclosed in Annexure ''D'' in Form AOC-1. Further, as per Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries, are available on our website at www.tantiaeroup.com/Investor''sCorner/AnnualReport.

Further, a brief business overview of each of the subsidiaries and associates is given hereunder:-

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

Tantia Batala-Beas Tollway Private Limited - The Company is in the process to enhance its resources, technology and manpower to strengthen its future capabilities by the development and operations and maintenance of Batala-Mehta-Beas Road (MDR-66) on design, build, finance, operate and transfer (DBFOT) basis in the state of Punjab.

Tantia Sanjauliparkings Private Limited - The Company is a special purpose vehicle (SPV) incorporated specifically to execute the project received from H.P. Infrastructure Development Board, Shimla, for the development of a parking complex at Sanjauli, Shimla, in a Public Private Partnership (PPP) format.

Tantia Raxaultollway Private Limited - The Company is a special purpose vehicle (SPV) incorporated specifically to execute the project received from the National Highways Authority of India (NHAI) for two-laning of the Piprakothi-Raxaul section of NH-28A (from km 0.600 to km 62.064) and construction of two-lane road from km 62.064 to ICP Raxaul (7.33 km length) in the state of Bihar under NHDP Phase-III on design, build, finance, operate and transfer on BOT (toll) basis. The Company has already started the execution of the aforesaid works.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchanges. The said Policy has been posted on the Company''s website at the weblink www.tantiagroup.com/Investor''s Corner/Policies/ Material Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENTS

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of directors, senior management and their remuneration. The nomination and remuneration policy is uploaded on the Company''s website. The brief of the policy adopted by the Company is as follows:

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

Annexure ''E''.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee of the Board.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT OF DIRECTORS:

During the year under review, no person was appointed as a Director of the Company.

However, Mr. I. P. Tantia, Chairman & Managing Director and Mr. R. Tantia, Director (Operations) were re-appointed for a period of 3 (three) years and Mr. B. L. Ajitsaria, Director (Business Development) for a period of 1 (one) year w.e.f April 1, 2016.

At the previous Annual General Meeting held on September 29, 2015, the Members had also appointed the existing Independent Director, Mr. Sandeep Kumar Saraogi, as Independent Director under the Act for a period of 5 years with effect from September 29, 2015 till March 31, 2020.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. T. Chaturvedi, Mr. S. Khemani, Mr. B.L. Tulsian, Mr. S.K. Saraogi and Mrs. M. Chatterjee are Independent, Non-Executive Directors on the Board of your Company. The Company has received declarations pursuant to Section 149(7) from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013.

NON-INDEPENDENT DIRECTOR:

In accordance with the provisions of the Companies Act, 2013, and in terms of the Memorandum and Articles of Association of the Company, Mr. I.P. Tantia and Mr. B.L. Ajitsaria retire by rotation and are eligible for re-appointment.

KEY MANAGERIAL PERSONNEL

Ms N. Bajoria ceased to be Company Secretary of the Company w.e.f. March 31, 2016.

Ms P. Todi has been appointed as a Company Secretary of the Company w.e.f. May 30, 2016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred Rs. 59,332.50/- (Rupees Fifty Nine Thousand Three Hundred and Thirty Two Paise Fifty only) to the Investor Education and Protection Fund (IEPF) relating to unpaid dividend of the financial year 2007-08.

DEPOSITS

The Company did not accept any deposit from the public during the Financial Year ended March 31, 2016, as per Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF EMPLOYEES

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

ENHANCING SHAREHOLDER VALUE

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

RISK MANAGEMENT POLICY

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

CORPORATE GOVERNANCE REPORT

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and erstwhile Clause 49 of the Listing Agreement with Stock Exchanges in India, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

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

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of Directors

Tantia Constructions Limited

Place: Kolkata I.P. Tantia

Date: May 31, 2016 Chairman & Managing Director

Mar 31, 2015

Dear Shareholders,

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

1. HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

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

2. FINANCIAL RESULTS

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

Rs,in Lacs

PARTICULARS STANDALONE CONSOLIDATED

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

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

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

Finance Charges 9506 9684 9641 8907

Depreciation 2107 1259 2147 1156

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

Provision for Tax 73 (462) 105 (452)

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

Balance brought forward from previous year 0 0 0 0

Profit available for Appropriations 0 0 0 0

Appropriations:

Interim Equity Dividend 0 0 0 0

Proposed Final Equity Dividend 0 0 0 0

Tax on Equity Dividends 0 0 0 0

Previous Year Tax on Equity Dividends 0 0 0 0

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

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

3. DIVIDEND

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

4. SUMMARY OF OPERATIONS

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

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

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

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

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

7. CHANGE IN NATURE OF BUSINESS

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

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

9. INDUSTRY SCENARIO

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

10. OUTLOOK

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

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

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

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

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

11. DETAILS OF BOARD MEETINGS

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

12. COMMITTEES OF BOARD

a. Audit Committee

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

b. Nomination and Remuneration Committee

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

c. Stakeholders Relationship Committee

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

d. Finance Committee

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

e. Corporate Social Responsibility Committee

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

Corporate Social Responsibility (CSR) Policy

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

13. FINANCE

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

14. EXTRACT OF ANNUAL RETURN

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

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

PROHIBITION & REDRESSAL) ACT, 2013

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

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

17. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

18. AUDITORS

a) Statutory Auditors

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

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

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

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

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

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

Management Response to the emphasis on matters in Auditors Report

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

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

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

b) Cost Auditors

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

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MR & Associates,(CP No: 2551) , a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

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

19. RELATED PARTY TRANSACTIONS

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

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

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

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

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

20. SUBSIDIARY COMPANIES

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

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

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

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

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

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

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

21. CONSOLIDATED FINANCIAL STATEMENTS

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

22. REMUNERATION POLICY

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

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

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment of Independent Directors

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

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

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

B. Resignations

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

C. Decleration by Independent Directors

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

D. Non Independent Director

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

E. Key Managerial Personnel

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

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

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

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

26. DEPOSITS

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

27. PARTICULARS OF EMPLOYEES

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

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

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

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

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

30. BOARD EVALUATION

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

31. ENHANCING SHAREHOLDERS VALUE

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

32. RISK MANAGEMENT POLICY

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

33. CORPORATE GOVERNANCE REPORT

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

34. MANAGEMENT DISCUSSION & ANANLYSIS REPORT

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

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

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

36. ACKNOWLEDGEMENTS

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

37. CAUTIONARY STATEMENT

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

For and on behalf of the Board of Directors

Tantia Constructions Limited

Date : 30th May, 2015 Ishwari Prasad Tantia

Place: Kolkata Chairman and Managing Director

Mar 31, 2014

Dear Shareholders,

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

FINANCIAL RESULTS

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

Revenue from Operations 74,597 63,920

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

Less : Financial Cost 9,684 7,605

Profit Before Depreciation and Taxation 1,406 2,399

Less : Depreciation 1,259 1,261

Less : Dimunition in value of investment - -

Profit Before Taxation (PBT) 147 1,138

Add : Profit from Joint Venture 65 92

Less : Provision for Taxation (462) 291

Add : Pre-acquisition profit/ loss - -

Profit After Taxation (PAT) 674 939

Profit Brought Forward 8,953 8,014

Profit Available for Appropriation Appropriation

Transfer to General Reserve - -

Dividend on Cumulative Preference Shares - -

Proposed Dividend on Equity Shares - -

Dividend Tax on Proposed Dividend - -

Balance Carried Forward 9,627 8,953

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

Revenue from Operations 70,833 63,284

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

Less : Financial Cost 8,907 7,625

Profit Before Depreciation and Taxation 1,599 2,492

Less : Depreciation 1,156 1,263

Less : Dimunition in value of investment (49) 1

Profit Before Taxation (PBT) 492 1,228

Add : Profit from Joint Venture - -

Less : Provision for Taxation (452) 306

Add : Pre-acquisition profit/ loss - -

Profit After Taxation (PAT) 944 922

Profit Brought Forward 8,471 7,549

Profit Available for Appropriation Appropriation

Transfer to General Reserve - -

Dividend on Cumulative Preference Shares - -

Proposed Dividend on Equity Shares - -

Dividend Tax on Proposed Dividend - -

Balance Carried Forward 9,415 8,471

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

ORDER BOOK POSITION AS ON MARCH 31, 2014

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

FIXED DEPOSIT

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

DIVIDEND

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

FUTURE OUTLOOK

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

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

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

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

SUBSIDIARY COMPANIES

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

PARTICULARS OF EMPLOYEES

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

EMPLOYEE RELATION

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

AUDITORS

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

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

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

AUDITORS'' OBSERVATION

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

BOARD OF DIRECTORS

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

CODE OF CONDUCT

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

DISCLOSURES

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

SECRETARIAL AUDITORS

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

CORPORATE SOCIAL RESPONSIBILTY

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

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

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

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

STEPS TAKEN TO PREVENT SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

CLIENT RELATIONSHIP

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

APPRECIATION

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

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

For and on behalf of the Board

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

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

Mar 31, 2012

The Directors have pleasure in presenting their report as a part of 47th Annual Report, along with the Audited Accounts of the Company for the year ended March 31, 2012.

Financial Results

The salient features of the Company's financial results for the year ended on March 31, 2012 on standalone and consolidated basis have been as follows:

(Rs in Lakhs)

Performance for the Standalone Consolidated year ended March 31, 2012 2012 2011 2012 2011

Revenue from Operations 62,613 67,915 59,088 67,915

Operating Profit (Before Interest, Depreciation and Taxation) 9,998 8,520 9,664 8,520

Less: Financial Cost 7,246 4,453 7,272 4,453

Profit Before Depreciation and Taxation 2,752 4,067 2,392 4,067

Less: Depreciation 1,134 726 1,134 726

Less: Dimunition in value of investment Ã Ã 7 42

Profit Before Taxation (PBT) 1,618 3,341 1,251 3,299

Add: Profit from Joint Venture (151) 99 (202) 99

Less: Provision for Taxation 590 715 596 715

Add: Pre-acquisition profit/loss Ã Ã Ã 1

Profit After Taxation(PAT) 877 2,725 453 2,684

Profit Brought Forward 7,539 5,591 7,497 5,590

Profit Available for Appropriation

Appropriation

Transfer to General Reserve 100 300 100 300

Dividend on Cumulative Preference Shares 1 1 1 1

Proposed Dividend on Equity Shares 258 409 258 409

Dividend Tax on Proposed Dividend 43 67 42 67

Balance Carried Forward 8,014 7,539 7,549 7,497

Operational Performance

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

Order Book position as on March 31, 2012

The total order book position as on 31st March, 2012 was Rs. 3,21,000 Lakh.

Dividend

The Board of Directors at the Meeting held on May 29, 2012 recommended payment of Dividend of Rs. 1.05 (i.e.10.50%) on the Cumulative Redeemable Preference Shares of Rs. 10/- each, and a Dividend of Rs. 1.50 per Equity Share on Equity Shares of Rs.10/- each (i.e. 15% of paid-up Equity Share Capital), subject to approval of the Members at the forthcoming Annual General Meeting. The distribution tax on both the Equity Dividend and Preference Dividend is to be borne by the Company and appropriated accordingly.

Subsidiary Companies

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

In Compliance with General Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, granted general exemption to Companies from complying with the provisions of Section 212 of the Companies Act, 1956 from attaching a copy each of the Balance Sheet, Profit & Loss Account, Directors' Report, Auditors' Report etc. of the Subsidiary Company(ies). As required, the important information of the annual accounts of the Subsidiary Company (ies) is disclosed in later part of this Annual Report. However, Annual Accounts of the Company's Subsidiary Company (ies) will be available for inspection by Member/Investor at the Registered Office of the Company at 25-27, Netaji Subhas Road, Kolkata- 700001 and that of concerned Subsidiary (ies) and the hard copy of same would be provided to any Member on demand.

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

Consolidated Financial Statements

In compliance with the Accounting Standards 21 and 23 of the Companies (Accounting Standards) Rules, 2006 read with General Circular No. 2/2011 dated February 8, 2011 of the Ministry of Corporate Affairs (MCA), Government of India and Clause 32 of the Listing Agreement with Stock Exchange(s), the Company has prepared its Consolidated Financial Statements and the same has been duly audited by the Statutory Auditors of the Company M/s. Konar Mustaphi & Associates, Chartered Accountants. The Consolidated Financial Statements and Auditors' Reports on the same are enclosed with the accounts and forms part of this Annual Report.

Preferential Allotment of Convertible Warrant(s)

As per Section 81(1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 including amendments thereto from time to time and other applicable Rules and Regulations, the Committee of Directors of the Company, during the year under review has allotted 24,50,000 Convertible Warrant(s) to the Promoters/ Promoter Group Companies on Private Placement/Preferential Basis which was duly approved by the shareholders' through Postal Ballot, the results of which were declared on March 9, 2011.

Conversion of Warrant(s)

Out of total allotted 24,50,000 Convertible warrant(s), the Board of Directors of the Company at their Meeting held on February 13, 2012 allotted 8,50,000 Equity Shares to the Promoters/ Promoter Group Companies pursuant to conversion of equivalent number of Warrant(s).

The Company has made applications for listing of aforesaid Equity Shares at the Stock Exchange(s), where the Equity Shares of the Company are listed, which is awaited.

Fixed Deposit

The Company did not accept any Fixed Deposit under Section 58A of the Companies Act, 1956 from the public during the Financial Year ended on March 31, 2012.

Client Relationship

The Company enjoys excellent business relationship with existing and new clients which is resulting in repetition of orders, extension of projects of a higher value on a regular basis and is preferred above other market players. The Company is making its presence felt in the different parts of the Country through different infrastructural and development work. The Company's customer base has spread across the country and includes reputed domestic Corporates as well.

Future Outlook

The development of world-class infrastructure remains the key focal area of the Government. As a result, the infrastructure sector including the Metro Network and Highways projects has got a major boost in the Union Budget 2012-13. The Union Budget 2012-13 proposes an increase of allocation of the Road Transport and Highways Ministry by 14% to Rs. 25,360 crores. The Ministry got a substantial increase of Rs. 874 crores for construction and extension of the Metro Network in Delhi, Bangalore, Kolkata, Chennai, Mumbai, Jaipur and Kochi.

As per the Infrastructure Development target set for FY 2012-13, the total Road length to be awarded in FY 2012-13 will be 9,500 km, an increase of 18.7% over the previous year while investments will rise by 73.6%. About 4360 km of Roads will be awarded for maintenance under the OMT (Operate, Maintain, Transfer) System for the first time.

In order to boost this Sector, the Government has given another mode of financing the BOT Projects by way of allowing ECB for Capital Expenditure on the maintenance and Operations of Toll Systems for Roads and Highways, if they are part of original project.

Disclosures

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

Directors

Currently the Company is having ten Directors, out of them four are Executive Directors and remaining six are Independent Directors. The Composition of the Board is in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s).

During the year under review, Sri Sarit Kumar Bose, Independent Director of the Company left for his heavenly abode at the age of 76 years.

Sri Mahabir Prasad Agrawall and Sri Himangsu Sekhar Sinha, the Independent Directors of the Company retires by rotation and being eligible, offer themselves for reappointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the particulars of Director seeking appointment/reappointment at the ensuing Annual General Meeting is annexed to and forms part of Notice calling the 47th Annual General Meeting.

Employee Relation

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

Particulars of Employees

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

Auditors

The Board, on recommendation of the Audit Committee, has proposed that M/s. Konar Mustaphi & Associates, Chartered Accountants, Kolkata, who retires at the conclusion of the forthcoming Annual General Meeting, be re-appointed as Statutory Auditors of the Company, to hold office until conclusion of next Annual General Meeting of the Company. M/s. Konar Mustaphi & Associates, Chartered Accountants,

Kolkata have signified their willingness in writing and further informed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Auditors' Observation

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

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently except to the extent as stated in the account and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit or loss of the Company for the year ended on that date;

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

d) the Directors have prepared the accounts for the year ended March 31, 2012 on a going concern basis.

Corporate Governance

Your Company reaffirms its commitment to Corporate Governance and it adheres with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange(s). A separate section on Corporate Governance practices, Management Discussion and Analysis Report and General Shareholder Information are given as annexure to this report.

The Auditors' Certificate confirming compliance with the provisions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Annual Report.

Code of Conduct

The Code of Conduct for the Directors and Senior Management Executives has been made applicable to all the Directors whether Executive(s) or Non-Executive including all Senior Management Executive(s) of the Company. The Board Members and Senior Management Executives of the Company have affirmed compliance with the Code of Conduct during the year and no violation of the same was reported. The Code of Conduct is also posted on the Company's web-site www.tantiagroup.com.

Corporate Social Responsibility (CSR)

Tantia Constructions Limited is committed to carrying out its business responsibility and is developing strong and sustainable local communities. The focus area of Company's CSR initiatives includes education, environment and community development. The Company understands the surrounding environment wherever it executes its infrastructural development work.

Appreciation

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

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

For and on behalf of the Board

Dated: May 29, 2012

Registered Office: Ishwari Prasad Tantia

25-27, Netaji Subhas Road, Chairman and Managing Director Kolkata Ã 700 001

Mar 31, 2011

Dear Shareholders,

We are pleased to present the 46th Annual Report together with Profit and Loss Account for the year ended 31st March, 2011 and Balance Sheet as at that date including Schedules and Notes forming part thereof and the Reports of Auditors' thereon.

Tantia Constructions Limited (ÃTantia') is a world-class Infrastructure Development and Service provider Company, operating across the Infrastructure lifecycle with strong positions in Infrastructure and Construction Industry. As a pre-eminent Indian infrastructure Company, established over four decades ago, Tantia has, over the years, strongly anchored itself to India's development effort.

Financial Results

The salient features of the Company's Financial Results# for the year ended on 31st March, 2011 on standalone and consolidated basis are as follows;

(Rs. in '000)

Performance for the year Consolidated* Standalone ended 31st March 2011 2011 2010

Income from operations 6,741,499 6,791,499 5,611,729

Operating profit (before interest, depreciation and taxation) 852,095 852,130 715,887

Interest and financial expenses 445,331 445,327 366,950

Profit before depreciation and taxation 406,764 406,803 348,937

Depreciation 72,594 72,594 68,166

Profit before Taxation (PBT) 330,003 334,209 280,771

Provision for taxation 71,661 71,642 98,085

Add: Profit of Joint Venture (Net of Tax) 9,892 9,892 2,837

Profit after Taxation(PAT) 268,234 272,459 185,523

Profit brought forward 559,076 559,113 420,996

Profit available for appropriation 827,402 831,572 606,519

Appropriation

Transfer to General Reserve 30,000 30,000 18,500

Dividend on Cumulative Pref. Shares 147 147 147

Proposed Dividend on Equity Shares 40,933 40,933 24,560 Dividend Tax on Proposed Dividend 6,664 6,664 4,199

Balance Carried Forward 749,658 753,828 559,113

# There has been change in the Accounting Policies in limited respects as detailed in the Schedule 23 at point No. A.4 appended to the Accounts and the impacts thereof on the profits of the Company are also disclosed thereat.

* Since there were no Subsidiary(ies) during the previous financial year ended on March 31, 2010, corresponding consolidated figures are not available.

Operational Performance

Detailed discussion in relation to the Company's operations is given in the Management Discussion and Analysis Report under the heading Financial Performance.

Subsidiary Companies

During the year under review, your Company has promoted 3 Subsidiary Companies namely Tantia Sanjauliparkings Private Limited, Tantia Infrastructure Private Limited and Tantia Raxaultollway Private Limited of which first 2 are Wholly Owned Subsidiary (WOS).

In Compliance with General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs (MCA), Government of India, granting general exemption to Companies from complying with the provisions of section 212 of the Companies Act, 1956 from attaching a copy each of the Balance Sheet, Profit & Loss Account, Directors' Report, Auditors' Report etc. of the Subsidiary Company(ies), the important information of the Annual Accounts of the Subsidiary Company(ies) is disclosed in other part of the Annual Report. However, Annual Accounts of the Company's Subsidiary Companies will be available for inspection by member/investor with written request with the Company Secretary at the Registered Office of the Company and that of concerned Subsidiary(ies) and a hard copy of same would be provided to any shareholders on request.

Consolidated Financial Statements

In accordance with Accounting Standard 21 read with General Circular No. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs (MCA), Government of India and Clause 32 of the Listing Agreement with Stock Exchange(s), the Audited Financial Statements, duly audited by the Statutory Auditors of the Company M/s. Konar Mustaphi & Associates, Chartered Accountants, together with the Auditors' Report thereon is Annexed with these accounts and forms integral part of the Annual Accounts. The Financial Statements of each of the Subsidiary(ies) has been duly approved by the respective Board of Directors of the Subsidiary(ies).

Dividend

The Board of Directors at their Meeting held on 20th May, 2011 recommended payment of dividend of Rs. 1.05 (i.e.10.50%) on the cumulative redeemable preference shares of Rs. 10/- each, and a dividend of Rs. 2.50 per Equity Shares of Rs. 10/- each (i.e. 25% of paid-up Equity Share Capital) for consideration and approval of the Shareholders at the ensuing Annual General Meeting. The distribution tax on the both equity dividend and preference dividend is being borne by the Company and appropriated accordingly.

Buy-back of Foreign Currency Convertible Bonds (FCCBs)

During the year under review, the Company has opted to Buy- back 5000 Foreign Currency Convertible Bonds (FCCBs) of US$ 5,000,000 from the bondholder in compliance with the guidelines issued be the Reserve Bank of India (RBI) from time to time. The Buy-back was completed at mutually agreed available discount of 25% on the accredited value of Bonds and the same was funded out of Funds from Internal Accruals of the Company. Consequently, the Foreign Exchange Loan has reduced to that extent from the Company's balance sheet.

Preferential Allotment of Convertible Warrants

In compliance with the provisions of Section 81 (1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and all other applicable Rules and Regulations, the Board of Directors of the Company, during the year under review has proposed to issue and allot 24,50,000 Convertible Warrants to the Promoters/ Promoter Group Companies on Private Placement/ Preferential Basis which was duly approved by the Shareholders' through Postal Ballot process, result of which was declared on March 9, 2011.

The Company has made applications for In-principle Approval for listing of aforesaid securities to the Stock Exchange(s), where the Equity Shares of the Company are listed, and the same is awaited.

Fixed Deposit

The Company has not accepted any deposits from the public during the financial year ended March 31, 2011.

Client Relationship

The Company enjoys excellent business relationship with existing and new clients which is resulting in repeat of orders, extension of projects of a higher value on regular basis and is preferred above other market players. The Company is making its presence felt in the different parts of the Country in different Infrastructure Development Projects. The Company's customer base has spread across the country and includes reputed domestic corporates as well.

Order Book position as on 31st March, 2011

The total order book position as on 31st March, 2011 was Rs. 28,771,000 thousands.

Future Outlook

The development of world level Infrastructure remains the key focal area in the Union Budget 2011-12, with budgeted spending in infrastructure projects is estimated at Rs. 2,14,000 Crore, an hike of over 23% from Rs. 1,73,000 Crore during 2010-11, providing 48.5% of the plan allocation.

In the light of the pivotal role that the Infrastructure Sector plays in enabling future growth, we believe that the government will continue to focus on infrastructure development in the country as is witnessed in the recent past Budgets. Moreover, in the long run, with the economy on a roll (India has annual average 8-9% growth in the last 4-5 years), we expect the Infrastructure Sector to attract more funds not only from the domestic market, but also from the international market.

Disclosures

i) Conservation of Energy

Form 'A' appended to the Companies (Disclosure of Particulars with Report of Board of Directors) Rules, 1988 is not applicable to the Company as the industry to which your Company belongs to does not fall thereunder. However, the Company's core activity being in the area of Civil Construction and not a power-intensive industry, the Company is making every effort to conserve the use of power. Scarce natural resources like diesel, petrol are consumed efficiently to ensure proper energy utilization and conservation. The impact if any, of such measures are not identifiable.

ii) Technology Absorption

The Company did not undertake any research and development activity 2010-11, which needed to be absorbed or adapted.

Directors

During the year under review, in order to broad-base the existing Board and bring more experience, the Board of Directors of the Company at their meeting held on 16th December, 2010 appointed Sri Uday Sankar Roy as an Additional Director of the Company, who is retired Dy. Managing Director of State Bank of India (SBI) and retired Managing Director & CEO of SBI Life Insurance Co. Limited and Sri Murare Lal Agarwala was also appointed as an Additional Director and thereafter appointed as a Whole-time Director, whose terms and conditions of appointment was duly approved by the shareholders through Postal Ballot Process, result of which was declared on 9th March, 2011. Both the directors' terms of office expires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Sri Uma Shankar Agarwal, Sri Parimal Kumar Chattaraj and Sri Shaleen Khemani, the Non- Executive Independent Directors, retire by rotation and being eligible, offer themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the particulars of Director seeking appointment/re-appointment at the ensuing Annual General Meeting is annexed to and forms part of the Notice.

Employee Relation

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

Particulars of Employees

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

Auditors

The Board, on recommendation of the Audit Committee, has proposed that M/s. Konar Mustaphi & Associates, Chartered Accountants, Kolkata, who retires at the conclusion of the ensuing Annual General Meeting, be re-appointed as Statutory Auditors of the Company, to hold office until conclusion of next Annual General Meeting of the Company. M/s. Konar Mustaphi & Associates, Chartered Accountants, Kolkata have signified their willingness in writing and further informed that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditor's Observation

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

Corporate Governance

Corporate Governance refers to the way a Company is governed. It is the technique by which Companies are directed and managed. It is the set of system, processes, policies and laws affecting the way a Company is directed, administered or controlled.

The fundamental objective of Corporate Governance is to enhance shareholders' value and protect the interests of other stakeholders by improving the corporate performance and accountability in a transparent manner.

Your Company reaffirms its commitment to Corporate Governance and it adheres with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange(s). A separate section on Corporate Governance practices, Management Discussion and Analysis and Shareholders Information are given as annexure to this report.

The Auditors' certificate confirming compliance with the provisions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to the Annual Report.

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) we selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011, and of the profit or loss of the Company for the year ended on that date;

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

d) the accounts for the year ended 31st March, 2011 were prepared on a going concern basis.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the valuable support received from the Company's bankers, Central and State Government authorities, Clients, consultants, suppliers, Stock Exchange(s) and members of the Company and look forward to receive a greater measure of the same in the coming years.

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

For and on behalf of the Board

Registered office: I. P. Tantia 25-27, Netaji Subhas Road, Chairman & Kolkata - 700 001 Managing Director Date: 20th May, 2011

Mar 31, 2010

As a pre-em inent Indian Infastructure Company, established over four decades ago, Tanta Constrctions Limited has, over the years, strongly anchored itself to Indias development effort. Today, it is acknowledged by all and Sundry as a Company that continues to empower India, enabling the nation to surge ahead in different core sectors. At the heart of all our development efforts is the attempt to touch and improve the quality of life of people across the country

Tantia, even as you read this report, is bringing to bear its wealth of engineering and construction expertise to develop infrastructure aimed at further propelling the nation forward, into the 21st century and beyond.

We are delighted to present our report on the Companys business and operations for the year ended 31st M arch, 2010.

Financial Results

The salient features of the Com panys financal results for the year under review are as follows:

(Rs. in thousands)

Performance for the year ended 31st March 2010 2009

Income from operations 56,11729 44,94,510

Operating profit before interest, deprecation and taxation) 7,15887 598,787

Interest and financial expenses 3,66,950 3,29,431

Profit before deprecation and taxation 3,48,937 2,69356

Deprecation 68,166 65540

Profit before Taxation (PBT) 2,80,771 2,03,816

Provision for taxation 98,085 33,673

Profit after Taxation (PAT) 1,85,523 1,72,586

Provision for deferred tax lability for the year 6,489 9,041

Profit brought forward 4,20,996 2,88,937

Profit available for appropriation 6,06,519 4,61,523 Appropriation

Transfer to General Reserve 18 ,500 13,000

Dividend on Cumulative Pref. Shares 147 147

Proposed Dividend on Equity Shares 24,560 23360

Dividend Tax on Proposed Dividend 4,199 4020

Balance Carried Forward 5,59,113 4,20,996

Operational Performance

Detailed discussion in relation to the Companys operations is given in the Management Discussion and Analysis Report under the heading Financial Performance.

Order Book Position as on 31st March, 2010

The total order book position as on 31st M arch, 20 10 was Rs.2,064.41 cr.

Conversion of 8,00,000 Convertible Warrants in to Equity Shares

During the year under review , the Company has allotted 8,00,000 Equity Shares of Rs.10/- each at a premium of Rs.79.12 per share to the prom oters, pursuant to Conversion of Warrants as per terms of issue of Convertible Warrants which were approved by the Shareholders at the Annual General Meeting held on 24th September, 2008. The paid-up Equity Share Capital of the Company as on 31st M arch, 2 0 10 stands increased to Rs. 163,730 ,660.

Dividend

The Board of Directors at the Meeting held on 29th May, 2010 recommended a final dividend of Rs.1.50 per Equity Share (i.e.15%) after giving dividend of Rs. 1.05 (i.e.1 0 .50 % ) on the cumulative redeem able preference shares of Rs.10/- each, subject to the approval of the Shareholders. Thed is tribution tax on the

both equity dividend and preference dividend is being borne by the Company an d appropriated accordingly.

Fixed Deposit

The Company has not accepted any deposits from the public during the financial year ended 31st March, 2010.

Client Relationship

The Company enjoys excellent business relations with existing clients , resulting in repeat orders of similar nature, extension of projects of a higher value an d a lis ting among preferred partners. The Companys customer baseis spread across the country and includes reputed domestic corporates named as follows:

Railways

- Zonal Railways

- Delhi Metro Rail Corporation

- IRCON, HRBC

Roads and Highways

- National Hydroelectric Power Corporation Ltd

- Kolkata Metropolitan Development Authority

- Kolkata Municipal Corporation

- Mizoram, Uttar Pradesh and West Bengal state PW Ds

Urban Development

- Hooghly River Bridge Com m ission

- Kolkata Municipal Corporation

- Kolkata Municipal Development

Association

- Public Health Engineering

- Jawaharlal Nehru National Urban Renewal Mission

Outlook

The Union Budget 2010-11 continued to lay stress on infrastructure developm ent, citing it as one of the key catalysts in maintaining the economic grow thrate. The Finance Minister (FM) provided 4 6% (Rs.1,73,552Cr) of the total Plan allocation for Infrastructure Development in line with the yearly targets . Allocation for Road Transport was raised by over 13% to Rs.19,894 Cr, whereas allocation for improving Railway Infrastructure was increased by 6%.

In the light of the pivotal role that the Infrastructure Sector plays in enabling future growth, we believe that the government will continue to focus on infrastructure development in the country as was witnessed in the recent Budget. Moreover, in the long run, with the economy on a roll (India has annual average 8-9% grow thin the last 4-5 years), we expect the Infrastructure Sector to a ttract more funds not only from the dom estic market, but also from the international market. Other factors ncluding politic alintent, liquidity position, commodity and crude prices, structural and procedural reforms at various government body levels (like NHAI) are also well-placed to roll out the Indian infrastructure growth story ahead.

Disclosures

i) Conservation of Energy Form A appended to the Companies (Disclosure of Particulars with Report of Board of Directors) Rules, 1988 is not applicable to the Company as the industry to which you Company belongs is not included therein. However the Companys coreactivity being in the area of civil construction, which is not a power- inten sive industry, the Company is making every effort to coserve the use of power. Critical natural resources like diesel, petrol are consumed efficiently to ensure proper energy utilis ation and conservation and the impact of such measures are not identifiable.

ii) Technology Absorption The Company did not undertake any research and development activity during 2009-10, which needed to be absorbed or adapted.

iii) Foreign Exchange Earnings and Outgo (Rs.in thousands)

Foreign Exchange Earnings 457.00

Foreign Exchange Outgo 9,300.00

Directors

Tenure of Sri I.P. Tantia, the Chairman and Managing Director,Sri Rahul Tantia, the Director (Operations) and Sri B.L. Ajitsaria, the Director (Business Development) ended on 31st March, 2010 and the Board of Directors, based onrecommendations of the Rem uneration Committee, at their meeting held on 29th January, 2010 re-appointed them for a further period of 3 years w.e.f 1st April, 2010.

Sri Sarit Kumar Bose and Sri H.S. Sinha, the Independent Directors, retire by rotation and being eligible, offer them selves for re-appointment.

As required under Clause 49 of the Lis ting Agreement with the Stock Exchange(s ), the particulars of Directors see king appointment/ re-appointm ent at the ensuing Annual General Meeting is annexed to an d forms part of the Notice of the AGM.

Em ployee Relation

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

Particulars of Employees

In terms of provisions of Section 2 17 (2 A ) of the Companies Act, 1956 , read with the Companies (Particulars of Employees) Rules, 19 75 as am ended , the names and other particulars of the employees are set out in the Annexure to the D irectors Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid inform ation is being sentto all the members of the Company an d others

entitle d thereto. Any member interested in obtaining such particular may write to the Company Secretary at the Registered Office of the Company at 25/27, Netaji Subhas Road, Kolkata 700 001.

Auditors

M /s. S. M. Bengani & Co., Chartered Accountants, Kolkata, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting an d have expressed their unwillingness to be re-appointed for further period. Accordingly, your Directors recommend that M /s. Konar M ustaphi & Associates, Chartered Accountants, Kolkata, who have signified their willingness in writing, be appointed as Statutory Auditors of your Company at the forthcoming Annual General Meeting and their appointment, if made, will be with in the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditors Observation

The observation of the Auditors in this report read with note son accounts a re self explan atory and do not call for any further explanation.

Corporate Governance

The fundamental objective of Corporate Governance is to enhance shareholdersÃ value and protect the interests of other stakeholders by improving the corporate performance and accountability in a transparent manner.

Your Company reaffirms its commitment

to Corporate Governance and it adheres with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange(s ). A separate section on Corporate Governance practices, Management Discussion and Analysis and Shareholders Information are given as annexure to this report.

The Auditors Certificate confirming compliance with the provisions of Corporate Governance as stipulated under the Clause 49 of the Lis ting A greement is annexed to the Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 2 17 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

a) in the preparation of the annual accounts for the year ended 31st M arch, 2010, the applicable accounting standards read with requirements set out under Schedule V I to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) we selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010, and of the profit/ loss for the year ended on that date;

c) we took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 3 1st M arch, 20 10 were prepared on a going concern basis.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the valuable support from the Companys bankers,

financial institutions, Central an d State Government authorities, clients , consultants , suppliers, Stock Exchange(s ) and members of the Company and look forward to a greater measure of the same in the coming years.

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

For an d on behalf of the Board

I. P. Tantia Chairm an and Managing Director Date : 29th May, 2010 Registered office: 25-27, Netaji Subhas Road, Kolkata 700 001

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