Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.
1. Financial Result:
The Boardâs Report shall be prepared based on the stand alone and consolidated financial statements of the company.
(Rs. In Lakh)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from Operations |
6168.40 |
6026.82 |
20535.73 |
7940.39 |
Other Income |
1904.71 |
86.95 |
1150.98 |
76.03 |
Total Income |
8073.11 |
6113.77 |
21686.71 |
8016.42 |
Less: Expenses |
8062.92 |
6092.51 |
21676.52 |
7995.16 |
Profit / Loss before tax and Extraordinary / exceptional items |
10.19 |
21.26 |
10.19 |
21.26 |
Less: Extraordinary / exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit before tax |
10.19 |
21.26 |
10.19 |
21.26 |
Less: Current Income Tax |
0.00 |
0.00 |
0.00 |
0.00 |
Less: Current tax relating to prior years |
(119.54) |
(30.11) |
(119.54) |
(30.11) |
Less Deferred Tax |
5.01 |
47.92 |
5.77 |
47.92 |
Net Profit after Tax |
124.72 |
3.45 |
123.96 |
3.45 |
Earnings per share (Basic) |
1.14 |
0.03 |
1.13 |
0.03 |
Earnings per Share(Diluted) |
1.14 |
0.03 |
1.13 |
0.03 |
2. Performance of the company:
The profit (after tax) during the year ending 31st March 2018 on Standalone basis was Rs.123.96 lakh against Profit of Rs. 3.45 lakh for the previous year ended 31st March 2017.The company is in the process of securing some projects.
Future prospects
As per report, India is the fastest developing country in the world. GDP growth in the year 2017-18 was at 6.5 %. India will be the third largest economy in the world 2050.In the infrastructure sector also India can be rated as the fastest growing economy in the world. The planning Commission in India has planned extensive expansion inroads, highways, ports, airports, powers etc. In Union budget 2018-19, massive push to infrastructure sector by allocating 5.97 lakhs crores for the sector.
During the year under review, your Company has completed about 6 projects in various sector involving a total outlays of Rs.62.00 crores. At the end of the year the Company has in hand project worth value of about Rs.1000.00 crores to be completed in next 3 to 5 years. The Company has also bided for various projects which would mature into confirmed project during the next financial year.
Capital and Finance:
The Company has managed to reduce its debt by repayment of its loans, as a result from the current financial year the interest liability of the company will be negligible.
The company is in the process of applying for facilities with regards to Working Capital and Bank Guarantees, to enable the company improve its bidding Capacity.
3. Dividend
Due to inadequate profit during the year your Directors have not recommended any dividend for the Financial Year ended March 31, 2018.
4. Reserves
There are no transfers to Reserves during the current financial year.
5. Directors and Key Managerial Personnel
Mrs. Saramma Jerry Varghese (DIN 00012892), Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.
6. Material changes affecting the Nature of Business and Financial position of the Company:
There were no material changes affecting the nature of business and financial position of the Company during the year under review except repayment of all dues to Vijay Bank.
7. Particulars of Employees
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies act, 2013, with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE -III.
There are no employees in the company during the year under review who is in receipt of remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. if employed during the part of the year.
8. Meetings
During the year, five board meeting, four Audit Committee meeting, four Stakeholder relationship committee meeting and one independent director meeting were convened and held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
9. Declaration by an Independent Director(s) and re-appointment, if any
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. Familiarisation programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programmes provided to the Directors of the Company is available on the Companyâs websitewww.tarmatlimited.com.
11. Policy on directorsâ appointment and remuneration and other details
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directorsâ report.
12. Audit Committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
13. Internal Financial Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
14. Auditors
The Companyâs auditors M/s. Hegde & Associates, Chartered Accountants have already completed more than ten years as Statutory Auditors of the Company. In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company had appointed them for a period of three years from conclusion of 30th Annual General Meeting till the conclusion of 32th Annual General Meeting. A proposal for ratifying their appointment from the conclusion of the 31st AGM till the conclusion of the 32nd AGM has been included in the Notice of the ensuing AGM. In view of the mandatory rotation of auditor requirement and to ensure smooth transition during this period, M/s. Agarwal & Mangal, Chartered Accountants (FRN 100061W), was appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 32nd Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company. However, in view of their own reason they declined to resume audit of the Company and thus created a casual vacancy without submitting resignation to the Company. Therefore the Board of Directors of the Company in terms of Section 139 (8) of the Companies Act, 2013 on recommendation of the Audit Committee appointed M/s. Mehta Kothari & Associates, FRN 106247W as Auditors of the Company for a period of one year. A proposal for ratifying their appointment for one year i.e upto conclusion of next AGM and appointment for remaining 4 years from the conclusion of the 33 AGM till the conclusion of the 36th AGM has been included in the Notice of the ensuing AGM.
15. Statutory Auditorsâ Report:
During the year under review, the Statutory Auditors has no observation or qualification on the Accounts of the Company.
16. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE-IV to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.
1. The Company is in the process of reconciliation of the share application and no sooner the reconciliation is completed the amount will be transferred to Investors Education and Protection Fund as required under the law.
2. As required under Section 203 of the Companies Act, 2013 the Chief Financial Officer was duly appointed. However required return was not filed inadvertently. This will be filed soon.
3. A small fraction of shares is required to be dematerialized which will be done soon.
4. As reruired under 124(6) of the Companies Act, 2013 amount will be transferred to Investors Education and Protection Fund as required under the law during the financial year 2018-19.
17. Disclosure about Cost Audit:
As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2018-19.
In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2018-19. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.
18. Details of Subsidiary/Joint Ventures/Associate Companies
As on 31st March, 2018, Company has Five Joint venture company. Accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company, which form part of the Annual Report. ANNEXURE-I
19. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy of Vigil Mechanism and Whistle Blower can be accessed at www.tarmatlimited.com.
20. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-II.
21. Deposits:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
22. Particulars of loans, guarantees or investments under section 186
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
23. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.
24. Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditorsâ certificate on corporate governance shall be annexed with the Boardâs report. The auditorsâ certificate for fiscal 2018 does not contain any qualification, reservation or adverse remark.
25. Management discussion and analysis
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018.
26. Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 the Corporate Governance Reportform part of the Annual Report.
27. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:
i. Conservation of energy:-
a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.
b) The Company has endeavored to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest production technology and equipment.
c) Though the Company is making adequate use of energy resources it is looking forward to setup necessary energy conservation equipments in near future.
ii. Technology Absorption:-
a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products.
b) The Companyâs operations do not require significant import of technology.
iii. Foreign exchange earnings and Outgo:-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is NIL
28. Directorsâ Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
29. Secretarial standards
The applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to âMeetings of Board of Directorsâ and âGeneral Meetingâ respectively, as issued by the Institute of Company Secretaries of India (ICSI), have been duly complied by your Company.
30. Orders passed by the Regulators or Courts or Tribunals:-
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Companyâs operation in future
31. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the board of directors
Sd/-
Jerry Varghese
Chairman
Din No. 00012905
Date: 11th august, 2018
Place: Mumbai
Mar 31, 2016
The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary Performance of the Company:
The Boardâs Report shall be prepared based on the stand alone and consolidated financial statements of the company.
(Rs. In Lakh)
Particulars |
Standalone |
Consolidated |
||
|
2016 |
2015 |
2016 |
2015 |
Total Income |
5433.07 |
6768.08 |
9208.29 |
8371.76 |
Profit for the year (After Tax) |
81.67 |
(2095.48) |
71.03 |
(2084.85) |
2. Performance of the company:
The profit (after tax) during the year ending 31st March 2016 was Rs.81.67 lakh against loss of Rs.(2095.48) lakh for the previous year ended 31st March 2015.
Global economy recovery during the year remains sluggish, fragile and unspiring. In advanced economy the recovery was modest and largely uneven. India continued to be one of the most attractive economies. During the 2015-16, the economy grew by 7.6%.
The Company undertaken some important project.
Future prospects
The Govt. is focusing on reforms to spearhead infrastructure development in Railways, Roads and highways as well as power sector. The Govtâ s focus on infrastructure development, creation of manufacturing hub give us confidence to make significant innovation in this sector.
The Company has healthy order book of approximately Rs.300 crore to be executed over the next 2.5 years.
Capital and Finance:
As in the past a major concern for the origination is the high interest cost, which was found extremely difficult to match with the previous trend in delayed payment receipts.
As reported in the previous year, in order to reduce the overall debt, the organization has identified certain key assets, which have been partly cashed, and has brought down overall exposure to Bank and thus reduced the interest cost.
3. Dividend
During the year 2015-16 the performance did not match expectation. Cash flow has not substantially improved as the company did not receive disbursements from customers on timely basis. To regularize the funds flow, your directors decided to retain the resources and hence do not recommend any dividend for this year too.
4. Reserves
There are no transfers to Reserves during the current financial year.
5. Directors and Key Managerial Personnel
Mr. Dilip Varghese, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
6. Material changes affecting the Nature of Business and Financial position of the Company:
There were no material changes affecting the nature of business and financial position of the Company during the year under review expect default in repayment of interest due to Vijaya Bank.
7. Particulars of Employees
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies act, 2013, with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE -II.
There are no employees in the company during the year under review who is in receipt of remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. if employed during the part of the year.
8. meetings
Four Board Meetings, four Audit Committee Meeting and four stakeholder relationship committee meeting were convened and held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
9. Declaration by an Independent Director(s) and re-appointment, if any
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. familiarization programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Directors of the Company is available on the Companyâs website www.tarmatlimited.com.
11. Policy on directorsâ appointment and remuneration and other details
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directorsâ report.
12. Audit Committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
13. Internal Financial Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
14. Auditors
Pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, M/s. Hegde & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM, subject to ratification of their appointment at every AGM.
15. Statutory Auditorsâ Report:
The Company has received Statutory Auditorsâ Report with few observations on which the management replies are as below:-
1. The Management stand on non provision of interest of Vijaya Bank & Kotak Mahindra Bank Ltd. Loans is as below:-
A. The Companies Account is classified as NPA by Vijaya Bank & Kotak Mahindra Bank Ltd.
B. The Company has disputed the quantum and percentage of interest charged by the Bank and the matter is sub-judice.
2. The accounts are in reconciliation with the parties and the confirmation statements will be made available very shortly. The same will be furnished to the auditors as well.
3. Amount of Rs.6,56,000.00 is being transferred to the Investors education and protection fund during the current financial year.
16. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE-III to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.
1. Notice was obtained but not the deposit. However, the same will be followed from the current year.
2. Necessary formalities have been done including obtaining bank accounts and the fund is remitted to Investors Education & protection fund during the current year.
3. The form is filed late during the current year with the late filing fees.
17. Disclosure about Cost Audit:
As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2016-17.
In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.
18. Details of Subsidiary/Joint Ventures/associate Companies
As on 31st March, 2016, Company has one Joint venture company. Accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company, which form part of the Annual Report.
19. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy of Vigil Mechanism and Whistle Blower can be accessed at www.tarmatlimited.com.
20. Extract of annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-I.
21. Deposits:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
22. particulars of loans, guarantees or investments under section 186
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
23. particulars of contracts or arrangements with related parties:
The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.
24. Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditorsâ certificate on corporate governance shall be annexed with the Boardâs report. The auditorsâ certificate for fiscal 2016 does not contain any qualification, reservation or adverse remark.
25. management discussion and analysis
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.
26. Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 the Corporate Governance Report form part of the Annual Report.
27. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:
i. Conservation of energy:-
a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.
b) The Company has endeavored to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest production technology and equipment.
c) Though the Company is making adequate use of energy resources it is looking forward to setup necessary energy conservation equipments in near future.
ii. Technology Absorption:-
a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products.
b) The Companyâs operations do not require significant import of technology.
iii. Foreign exchange earnings and Outgo:-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is NIL
28. Directorsâ Responsibility Statement
The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
29. Orders passed by the Regulators or Courts or Tribunals
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Companyâs operation in future
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors:
Sd/-
CHAIRMAN
Date: 11th August, 2016
Place: Mumbai.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 30th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31,2015.
1. Financial summary Performance of the Company: (Standalone)
(Rs. in Lacs)
Particulars 31st March, 31st March,
2015 2014
Total Income 6,768.08 10,726.69
Total Expenditure 8,906.61 13,012.36
Profit Before Tax &
Exceptional items (2,138.52) (2,285.67)
Exceptional items 0.00 0.00
Extraordinary Items - 0.00 (1044.15)
Provision for Taxation 0.00 0.00
Provision for Deferred Tax 43.05 43.27
Profit/(Loss) for the year after
Tax and exceptional items (2,095.48) (2,242.40)
Balance Brought Forward (2,023.94) 218.47
Balance Carried Forward (4,119.42) (2023.94)
2. Performance of the company:
The turnover during the year ending 31 st March 2015 was Rs. 6,620.51
lacs against Rs.10,531.95 lacs for the previous year ended 31 st March
2014.
The overall infrastructure scenario in India seems to be in turmoil,
due to which projects are not being sanctioned, and projects previously
sanctioned are finding it hard to get the necessary clearances from
statutory authorities. Due to this various clearances issues on ongoing
projects, has caused an extreme delay in payment receivables, which in
turn has caused a substantial increase on overall debt, causing a
serious increase in interest cost. Due to this substantial increase in
finance cost, the bottom line of the organization to taken a hard hit.
Future prospects
A consistent endeavor is made in acquiring of specialized projects such
as Airfield pavements in which the organization specializes, and with
government proposing huge investments in the Infrastructure scenario
especially regional Airports, we expect our organization to acquire
substantial number of projects in our portfolio.
Capital and Finance:
A Major concern for the origination is the high interest cost, which
was found extremely difficult to match with the previous trend in
delayed payment receipts.
In order to reduce the overall debt, the organization has identified
certain key assets, which can be en cashed, and would bring in a
substantial amount of capital, further helping in reduction of
interest.
3. Dividend:
As you are aware, during the year 2014-15 the performance did not match
expectation. Cash flow has not substantially improved as the company
did not receive disbursements from customers on timely basis. To
regularise the funds flow, your directors decided to retain the
resources and hence do not recommend any dividend for this year too.
4. Reserves:
There are no transfers to Reserves during the current Financial year.
5. Directors and Key Managerial Personnel:
Mrs Saramma Varghese, Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer herself for
reappointment.
During the year, Mr. Pratul Dube has been appointed as an Additional
Director w.e.f 14th February, 2015. Mr. Anil G Joshi has resigned as
Director of the Company w.e.f. 11th December, 2014.
Mr. Pratul Dube holds office up to the date of ensuing Annual General
Meeting of the Company. The company has received notice from the member
of the company for his appointment as a Director of the Company. Mr.
Pratul Dube meets the criteria of independence, hence he can be
appointed as an independent Director not liable to retire by rotation.
Mr. Shreekumar Nair has resigned as Company Secretary with effect from
31st May 2014. Mr. S. Chakraborty has been appointed as Company
Secretary with effect from 12th August, 2014.
Mr. Anindya Mitra has resigned as Chief Financial Officer. Further Mr.
Shridhar Shetty has been appointed as a CFO w.e.f. 23rd August, 2014
The Composition of the Board as on end of the financial year is as
under:
Mr. Jerry Varghese Managing Director
Mrs. Saramma Varghese Executive Director
Mr. Dilip Varghese Whole-time Director
Mr. R.C Gupta Independent Director
Mr. Chandrakant S Sanghavi Independent Director
Mr. Pratul Dube Non-Executive Independent Director
6. Material changes affecting the Nature of Business and Financial
position of the Company:
There were no material changes affecting the nature of business and
financial position of the Company during the year under review expect
default in repayment of interest due to Vijay Bank which has classified
the account as "Non Performing Asset".
7. Particulars of Employees:
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197 (12) of the Companies
act, 2013, with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is appended as
ANNEXURE -II.
There are no employees in the company during the year under review who
is in receipt of remuneration of Rs.60,00,000 p.a. or Rs. 5,00,000 p.m.
if employed during the part of the year.
8. Meetings:
During the year Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
9. Declaration by an Independent Directors
The Board of Directors declare that the Independent Directors Mr.
Chandrakant Sanghavi Shantilal, Mr. Ramesh Chander Gupta and Mr. Pratul
Govind Dube are:
a) in the opinion of the Board, are persons of integrity and possesses
relevant expertise and experience;
b) (i) who were or were not a promoter of the company or its holding,
subsidiary or associate company (ii) who are not related to promoters
or directors in the company, its holding, subsidiary or associate
Company;
c) Who have or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year;
d) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company or their promoters, or directors, amounting to two percent or
more of its gross turnover of total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year;
e) Who, either himself nor any of his relatives -
(i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial year immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or propriety or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of -
1. a firm of auditors or company secretaries in practice or cost
auditors or the company or its holding, subsidiary or associate
company; or
2. any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent or more of the gross turnover of such firm;
(iii) holds together with his relative two per cent, or more of the
total voting power of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any
nonprofit organization that receives twenty-five percent or more of its
receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
f) Who possesses such other qualification as may be prescribed.
10. Familiarisation programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operation and provides an overall
industry perspective as well as issues being faced by the industry. The
details of various familiarisation programmes provided to the Directors
of the Company is available on the Company's website.
11. Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
12. Composition of Audit Committee:
The Audit Committee comprises of four members: Mr. A.G. Joshi,
Chairman, Mr. C.S. Sanghavi and Mr. R.C. Gupta, independent directors,
Mrs. Saramma Varghese, Executive Director and Mr. Pratul Dube
Independent Director. Mr. S. Chakraborty, Company Secretary also acts
as the Secretary to the Audit Committee. On resignation of Mr. A.G.
Joshi from the Board of the company he ceased to be the member of the
Audit committee and Mr. Pratul Dube the new Independent Director has
been appointed in his place.
13. Internal Financial Control:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
14. Auditors:
The Auditors, M/s. Hegde & Associates, Chartered Accountants, retire at
the ensuing Annual General Meeting and being eligible offer themselves
for reappointment from the conclusion of this Annual General Meeting
[AGM] till the conclusion of next AGM. They have submitted a
certificate to the effect that the proposed re-appointment if made will
be in accordance with Section 141 of the Companies Act, 2013.
15. Auditors' Report:
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
16. Disclosure about Cost Audit:
As per the Cost Audit Orders, Cost Audit is applicable to the Company
for the FY 2015-16.
In view of the same and in terms of the provisions of Section 148 and
all other applicable provisions of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal
Shah, Cost Accountants have been appointed as Cost Auditors to conduct
the audit of cost records of your company for the financial year
2015-16. The remuneration proposed to be paid to them requires
ratification of the shareholders of the Company. In view of this
ratification for payment of remuneration to Cost Auditors is being
sought at the ensuing AGM.
The Company submits its Cost Audit Report with the Ministry of
Corporate Affairs.
17. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, M/s.
Prashant Diwan, Practicing Company Secretary was appointed Secretarial
Auditors of the Company. The report of the Secretarial Auditors is
enclosed as ANNEXURE III to this report. The Company has received the
Secretarial Audit report with two observations on which the management
replies are as below.
1. Notice as required under Law was obtained from a shareholder for
election of the Director but without Deposit. However since the
director was duly elected by the shareholders at the last AGM the
observation has become redundant.
2. The amount of Rs.1,77,000 will be transferred to the appropriate
Fund during the current year.
18. Details of Subsidiary, Associates & Joint Ventures:
The Company does not have any Subsidiary, Associates and Joint
Ventures.
19. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The policy of Vigil Mechanism
and Whistle Blower can be accessed at www.tarmat.in.
20. Risk Management:
The company has devised and implemented a mechanism for risk management
and has developed a Risk Management policy. The policy provides for
constitution of a Risk Management Committee which will work towards
creating a Risk Register, identifying internal and external risks and
implementing risk mitigation steps. The committee will on a quarterly
basis provide status update to the Board of Directors of the Company.
21. Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I.
22. Deposits:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
23. Particulars of loans, guarantees or investments under section 186
The Company has not made any Loans and Guarantee pursuant to Section
186 of the Companies Act, 2013. Further, there is no new investment
made by the Company during the year pursuant to Section 186 of the
Companies Act, 2013, however details of investments made are detailed
in Note 12 of the Financial Statements for the year ended 31st March,
2015.
24. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contracts or arrangements with
related parties referred to in Section 188(3) of the Companies Act,
2013.
25. Corporate Governance:
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and
Analysis, and the Auditor's Certificate regarding compliance of
conditions of Corporate Governance, form part of the Annual Report.
26. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The information as required under Section 134(3) (m) of The Companies
Act, 2013 read with Rule'8(3) of The Companies (Accounts) Rules, 2014
with respect to conservation of energy, technology absorption and
foreign exchange earnings is given below:
i. Conservation of energy:-
a) Improvisation and continuous monitoring of Power Factor and
replacement of weak capacitors by conducting periodical checking of
capacitors.
b) The Company has endeavored to optimize the use of energy resources
and taken adequate steps to avoid wastage and use latest production
technology and equipment.
c) Though the Company is making adequate use of energy resources it is
looking forward to setup necessary energy conservation equipments in
near future.
ii. Technology Absorption:-
a) The Company continues to use the latest technologies for improving
the productivity and quality of its services and products.
b) The Company's operations do not require significant import of
technology,
iii. Foreign exchange earnings and Outgo:-
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows is NIL
27. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern
basis;
(v) the directors, further state that they have laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
28. Orders passed by the Regulators or Courts or Tribunals:-
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status of the
Company's operation in future.
29. Acknowledgements:
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors:
Sd/-
CHAIRMAN
Date: 08th August, 2015
Place: Mumbai.
Mar 31, 2014
Dear members,
The directors are pleased to present the 29th Annual Report of the
company and the audited accounts for the year ended 31st March, 2014
Financial Results :
(Rs. in Lacs)
Particulars 31st March, 2014 31st March, 2013
Total Income 10726.69 15738.57
Total Expenditure 13012.37 16676.17
Profit Before Tax &
Exceptional items (2285.68) (937.60)
Exceptional items 0.00 (1044.15)
Provision for Taxation 0.00 (700.00)
Provision for Deferred Tax 43.27 54.42
Profit/(Loss) for the year
after Tax and exceptional items (2242.41) (2627.33)
Balance Brought Forward 218.47 2845.79
Balance Carried Forward (2023.94) 218.46
Performance of the Company:
The turnover during the year reduced to Rs.10531.95 lacs as compared to
Rs.15457.38 lacs for the previous year ended 31st March 2013.
The infrastructure sector in India presents a pitiable picture. Every
infra company is finding the going tough in India. Getting sanctions
and clearances from statutory authorities is cumbersome. Receiving
payments against bills is delayed. High interest coupled with higher
overheads has eaten away the profits. Your company is no exception to
this scenario.
Future prospects
The management is of the opinion that unless the interest burden is
reduced, the company will find it difficult to make profits. Hence
some of the properties owned by the company is proposed to be sold and
the bank liability paid off.
Capital and Finance:
Due to severe liquidity problems, the company was not able to pay the
dues to Vijaya Bank after our account was classified as Non Performing
Asset by the bank in FY 2012-13. The company has filed an appeal with
Debt Recovery Tribunal to give reasonable time to dispose the surplus
non operating assets and pay off Vijaya Bank. This transaction will not
affect the current operations of the company. The company has defaulted
in repayment of equipment finance loan from Srei Equipment Finance
Ltd., Apart from Vijaya Bank, facilities have been availed from Kotak
Mahindra Bank Limited; Both these accounts are standard.
The company''s shares are being traded in the Bombay Stock Exchange
(BSE) and National Stock Exchange of India Ltd. (NSE).
Dividend:
As you are aware, during the year 2013-14, the performance did not
match expectation. Cash flow has not substantially improved as the
company did not receive disbursements from customers on timely basis.
To regularise the funds flow, your directors decided to retain the
resources and hence do not recommend any dividend for this year too.
Directors:
In terms of the provisions of section 152 of the Companies Act, 2013,
and Articles of Association of the company, Mr. Dilip Varghese,
Directors retire at the ensuing Annual General Meeting and being
eligible, has offered himself for reappointment.
Fixed Deposit:
During the year under review, the company has not taken any unsecured
loans. Unsecured loans taken from one of the promoter directors during
2012-13 was repaid during the year.
Particulars of Employees:
There are no employees in the company who are drawing prescribed salary
under section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended.
Auditors & Their Report:
M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of
the Company, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment. They have furnished a
certificate to the effect that their proposed appointment, if made will
be in accordance with the conditions prescribed under Section 139 (1)
of the Companies, Act, 2013 and they satisfy the criteria provided in
section 141. Your directors recommend their reappointment.
Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and outgo:
Information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under section
217(1)(e) of the companies Act, 1956 read with the Companies
(Disclosure of the particulars in the report of the Board of Directors)
Rules, 1988 is given by way of Annexure to this report.
Corporate Governance
A report on corporate governance is attached to this report as
Annexure. Certificate from the Auditors of the Company regarding
compliance of clause 49 of Listing Agreement is also annexed herewith.
The Management Discussion and Analysis Report as required under the
code of Corporate Governance are given in the Annexure attached to the
Director''s Report.
Social responsibility
Your company has been in the forefront in assisting the poor
financially and provide medical aid to the ailing.
The construction activities of Tarmat Ltd. are spread all over India,
many of them in rural areas. The pollution arising from construction
sites is strictly kept under control. Help is always provided to the
locals in times of need by way of finance or by vehicles for
transportation. Cordial relation is always maintained with the locals,
wherever Tarmat is working, hard core support of the locals is
available.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors
based on the representations received from the operating management
confirm that:
1. In the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards have been followed and
that there are no material departures from the same.
2. The Directors have, selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2014 and of the loss of the company for
the year ended on that date:
3. The Directors have taken proper and sufficient care, to the best of
their knowledge and ability, for maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 1956, for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis.
Personnel and Industrial Relations:
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company.
Acknowledgements:
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by the employees of the company to the
operations of the company during the year. The Board of Directors would
like to place on record their appreciation of the assistance, guidance
and support extended by the Government at the Centre, States, Banks and
other Financial Institutions. Your directors also place on record their
sincere appreciation of the total commitment and hard work put in by
all the sub contractors, consultants and clients of the company.
For and on behalf of the Board of Directors
Sd/-
chairman
Date: 31.05.2014
Place: Mumbai
Mar 31, 2013
To, The Members of Tarmat Limited
The directors are pleased to present the 28th Annual Report of the
Company and the audited accounts for the year ended 31st March, 2013
Financial Results :
(Rs. in Lacs)
Particulars 31st March,
2013 31st March,
2012
Total Income 15738.57 19514.44
Total Expenditure 16676.17 19080.48
Profit Before Tax & Exceptional items (937.60) 433.96
Exceptional items (1044.15) (500.97)
Provision for Taxation (700.00) (388.24)
Provision for Deferred Tax 54.42 72.77
Profit/(Loss) for the year after Tax
and exceptional items (2627.33) (382.48)
Balance Brought Forward 2845.79 3228.27
Balance Carried Forward 218.46 2845.79
Performance of the Company:
The turnover during the year reduced to to Rs.15738.57 lacs as compared
to Rs.19514.44 lacs for the year ended 31st March 2012.
The infrastructure sector in India presents a pitiable picture. Every
infra company is finding the going tough in India. Getting sanctions
and clearances from statutory authorities is cumbersome. Receiving
payments against bills is delayed. High interest coupled with higher
overheads has eaten away into the profits. Your company is no exception
to this scenario. There was operational loss as the management decided
to write off the stock in Chennai as the works have been foreclosed.
Apart from this, there was an exceptional loss by way of fraudulent
invocation of bank guarantee of one project in Chennai. The company has
filed both civil and criminal case against this party and the matter is
subjudice. However, since the money was already paid by the bank, the
management decided to write it off on principles of conservatism. Such
write off will be reversed and income booked if the court award is
favourable.
Future prospects
The management is of the opinion that unless the interest burden is
reduced, the company will find it difficult to make profits. Hence some
of the properties owned by the company is proposed to be sold and the
bank liability paid off. Based on the orders in hand, your directors
are optimistic about the performance in the coming year.
Capital and Finance:
Due to severe liquidity problems, the company was not able to pay the
monthly interest charged to by Vijaya Bank. Our account with Vijaya
Bank was classified as Non Performing Asset by the bank. The company
has surplus non opearating assets which can be disposed off subject to
obtaining legal clearances and pay off the debt of Vjaya Bank
completely. The company has filed an appeal with Debt Recovery Tribunal
to give us reasonable time to dispose the assets. This transaction will
not affect the current operations of the company. Apart from Vijaya
Bank, facilities have been availed from Kotak Mahindra Bank Limited and
equipment finance loan from Srei Equipment Finance Ltd. Both these
accounts are standard and no dues are pending as on date.
The company''s shares are being traded in the Bombay Stock Exchange
(BSE) and National Stock Exchange of India Ltd. (NSE) of India Ltd.
Dividend:
As you are aware, during the year 2012-13, the performance did not
match expectation. Cash flow has not substantially improved as the
company did not receive disbursements from customers on timely basis.
To regularise the funds flow, your directors decided to retain the
resources and hence do not recommend any dividend for this year too.
Directors:
Mr Chandrakant S Sanghavi was appointed as casual director on
07.11.2012 in place of Mr. A B Karweer who expired on 1.12.2011. He
retires at the ensuing Annual General Meeting and is eligible for
reappointment. In terms of the provisions of section 255 and 256 of the
Companies Act, 1956, and Articles of Association of the company, Mrs.
Saramma Varghese, retires at the ensuing Annual General Meeting and
being eligible, has offered herself for reappointment.
Fixed Deposit:
During the year under review, the company has taken unsecured loan from
one of the promoter directors as it needed funds urgently. This comes
within the purview of deposit under section 58A of the Companies Act,
1956, read with Companies (Acceptance of Deposit) Rules, 1975. The
procedures for compliance of the rules is being acted upon.
Particulars of Employees:
There are no employees in the company who are drawing prescribed salary
under section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended.
Auditors & Their Report:
M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of
the Company, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment. They have furnished a
certificate to the effect that their proposed appointment, if made will
be in accordance with the limit prescribed under Section 224 (1-B) of
the Companies, Act, 1956 and they are not disqualified for such
appointment, within the meaning of subsections (3) and (4) of section
226 of the Companies Act, 1956. Your directors recommend their
reappointment.
The Auditor''s Report to the shareholders contains qualifications. The
Company has not received the service tax from the customers. However,
as a matter of abundant caution, the liability of Rs. 54.05 lacs
created in our books during the years 2006- 2009 has been retained.
The Company has taken unsecured loan from one of the promoter directors
as it needed funds urgently. The procedure for compliance with
Companies (Acceptance of Deposit) Rules, 1975 is being acted upon.
Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and outgo:
Information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under section
217(1)(e) of the companies Act, 1956 read with the Companies
(disclosure of the particulars in the report of the Board of Directors)
Rules, 1988 is given by way of Annexure to this report.
Corporate Governance
A report on corporate governance is attached to this report as
Annexure. Certificate from the Auditors of the Company regarding
compliance of clause 49 of Listing Agreement is also annexed herewith.
The Management Discussion and Analysis Report as required under the
code of Corporate Governance are given in the Annexure attached to the
Director''s Report.
Social responsibility
Your company has been in the forefront in assisting the poor
financially and provide medical aid to the ailing.
The construction activities of Tarmat Ltd. are spread all over India,
many of them in rural areas. The pollution arising from construction
sites is strictly kept under control. Help is always provided to the
locals in times of need by way of finance or by vehicles for
transportation. Cordial relation is always maintained with the locals,
wherever Tarmat is working, hard core support of the locals is
available.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors
based on the representations received from the operating management
confirm that:
1. In the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards have been followed and
that there are no material departures from the same.
2. The Directors have, selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2013 and of the loss of the company for
the year ended on that date:
3. The Directors have taken proper and sufficient care, to the best of
their knowledge and ability, for maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 1956, for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis.
Personnel and Industrial Relations:
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company.
Acknowledgements:
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by the employees of the company to the
operations of the company during the year. The Board of Directors would
like to place on record their appreciation of the assistance, guidance
and support extended by the Government at the Centre, States, Banks and
other Financial Institutions. Your directors also place on record their
sincere appreciation of the total commitment and hard work put in by
all the sub contractors, consultants and clients of the company.
For and on behalf of the Board of Directors
Sd/-
CHAIRMAN
Date: 27.06.2013
Place: Mumbai
Mar 31, 2012
To , The Members Tarmat Limited
The directors are pleased to present the 27th Annual Report of the
Company and the audited accounts for the year ended 31st March, 2012
Financial Results : (Rs. in Lacs)
Particulars 31st March, 31st March,
2012 2011
Total Income 19,514.44 9,234.80
Total Expenditure 19,080.48 9,209.74
Profit Before tax &
Exceptional items 433.96 25.06
Exceptional items (500.97) -
Provision for Taxation (388.24) (78.59)
Provision for Deferred Tax 72.77 78.47
Profit/(Loss) for the year
after tax and exceptional items (382.48) 24.95
Balance Brought Forward 3,228.27 3,203.32
Balance Carried forward 2,845.79 3,228.27
Performance of the Company:
After three years of slowdown, your Company started the turnaround in
2011-12. The turnover during the year shot up to Rs. 19,514.44 lacs as
compared to Rs. 9,234.80 lacs for the year ended 31st March 2011.
The profit did not go up as expected because of high interest and fixed
overheads. The Profit before tax went up to Rs. 433.96 lacs from Rs.
25.07 lacs for the year ended 31st March 2011. However, there was an
exceptional loss by way of invocation of bank guarantee payments
aggregating to Rs. 500.97 lacs of some projects in Chennai. The Company
has fled appeal and the matter is under arbitration. However, the
management decided to write it off on principles of conservatism. Such
write-off will be reversed and income booked if the arbitration award
is favourable.
Like last year, the work with Shirdi Sai Sansthan Trust did not
progress at the scheduled pace since all the roads have not been handed
over till date.
Future Prospects
The management expects to sustain the growth achieved during 2011-12.
Based on the new works started and orders received, your directors are
optimistic about the performance in the coming year. The Company has
adequate orders to be executed for the next twenty four months.
Capital and Finance:
The Company retained the borrowing facilities with our lead bankers,
i.e. Vijaya Bank. Apart from this, facilities have been availed from
Kotak Mahindra Bank Limited and equipment finance loan from Srei
Equipment Finance Ltd.
The companyÃs shares are being traded in the Bombay Stock Exchange
(BSE) and National Stock Exchange of India Ltd. (NSE).
Dividend:
As you are aware, during the year 2010-11, the performance did not
match expectation. Even though there has been increase in turnover in
2011-12, cash flow has not substantially improved as the Company did
not received disbursement from customers on timely basis. To regularise
the funds flow, your directors decided to retain the resources and
hence do not recommend any dividend for this year too.
Directors:
In terms of the provisions of section 255 and 256 of the Companies Act,
1956, and Articles of Association of the company, Mr. R C Gupta, and
Mr. Dilip Varghese, retire at the ensuing Annual General Meeting and
being eligible, have offered themselves for reappointment.
Fixed Deposit:
During the year under review, the Company has not accepted any deposit
under section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposit) Rules, 1975.
Particulars of Employees:
There are no employees in the Company who are drawing prescribed salary
under section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended.
Auditors & their report:
M/s Hegde & Associates, Chartered Accountants, Mumbai, the auditors of
the Company, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment. They have furnished a
certificate to the effect that their proposed appointment, if made will
be in accordance with the limit prescribed under Section 224 (1-B) of
the Companies, Act, 1956 and they are not disqualified for such
appointment, within the meaning of subsections (3) and (4) of section
226 of the Companies Act, 1956. your directors recommend their
reappointment.
The Auditorsà Report to the shareholders does not contain any
qualification. The notes to the accounts referred to in the AuditorsÃ
Report are self explanatory and therefore do not call for any comments.
Conservation of Energy, technology absorption, and foreign Exchange
Earnings and outgo:
Information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(disclosure of the particulars in the report of the Board of Directors)
Rules, 1988 is given by way of Annexure to this report.
Corporate Governance
A report on corporate governance is attached to this report as
Annexure. Certificate from the Auditors of the Company regarding
compliance of clause 49 of Listing Agreement is also annexed herewith.
The Management Discussion and Analysis Report as required under the
code of Corporate Governance are given in the Annexure attached to the
Directorsà Report.
Social responsibility
your Company has been in the forefront in assisting the poor
financially and provide medical aid to the ailing. Rupees Ten Lacs was
donated during the year to the Navjeevan Centre, Kalyan, a Non
Government Organisation initiated in 1994 with the aim of reaching out
to commercially sexually exploited women and their children, to
motivate and support them to give up their demeaning occupation and
work towards integrating them in society.
The construction activities of Tarmat Ltd. are spread all over India,
many of them in rural areas. The pollution arising from construction
sites is strictly kept under control. Help is always provided to the
locals in times of need by way of finance or by vehicles for
transportation. Cordial relation is always maintained with the locals,
wherever Tarmat is working, hard core support of the locals is
available.
Directors responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors
based on the representations received from the operating management
confirm that:
1. In the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards have been followed and
that there are no material departures from the same.
2. The Directors have, selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and of the profit of the company
for the year ended on that date:
3. The Director have taken proper and sufficient care, to the best of
their knowledge and ability, for maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 1956, for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis.
Personnel and Industrial relations:
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company.
Acknowledgements:
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by the employees of the Company to the
operations of the Company during the year. The Board of Directors would
like to place on record their appreciation of the assistance, guidance
and support extended by the Government at the Centre, States, Banks and
other Financial Institutions. your directors also place on record their
sincere appreciation of the total commitment and hard work put in by
all the sub contractors, consultants and clients of the Company.
For and on behalf of the Board of Directors:
Sd/-
CHAIRMAN
Date: 13.08.2012
Place: Mumbai
Mar 31, 2010
The directors have pleasure in presenting the 25th Annual Report of
the Company and the Audited Statement of Accounts for the year ended
31st March, 2010
Financial Results :
(Rs. in Lacs)
Particulars 31st March, 2010 31st March, 2009
Total Income 12582.44 15852.05
Total Expenditure 12215.33 15462.91
Proft before Tax 367.11 389.14
Provision for Taxation (172.85) (193.37)
Provision for Deferred Tax 37.11 36.07
Provision for Fringe
Benefit Tax - (6.86)
Provision for Wealth Tax (1.50) (0.75)
Proft for the year after Tax 229.87 224.23
Balance brought Forward 3121.69 3045.70
Proposed Dividend 109.60 109.60
Tax on Proposed Dividend 18.62 18.62
Transfer to General Reserve 20.00 20.00
Balance Carried forward 3203.32 3121.68
performance of the Company:
The turnover of your Company reduced to Rs.12582.45lacs as compared to
Rs.15852.05 lacs for the year ended 31st March 2009. This was partly a
management strategy coupled with some unforeseen hiccups.
Considering long term strategy and prospects, the management had
refrained from taking up any major new projects unless the existing non
remunerative contracts were completed. The objective was to complete
the existing projects, some of which were started when the petroleum
and steel prices were low and had no built in escalation clause. The
management has made it a policy to include the escalation clause in all
new projects being taken up. Accordingly no new major contracts were
started during the year 2009-10.
Major works like recarpeting of runway at Cochin International Airport
Ltd., Bus Rapid Transit system of Ahmedabad Municipal Corporation,
Airport work at MIDC Nanded, Concretisation of roads at New Mangalore
Port Trust were completed in the third and fourth quarters of the year.
After this there was natural delay in demobilisation and transportation
of machinery and equipments to new sites.
There was some delay by the Govt of Tamilnadu for making available the
land for widening of roads of TNRDC projects.
There were unseasonal rains in Chennai where the majority of new works
were being executed. Usually in Chennai the heavy rainfall occurs in
October- November whereas in 2009, the rains continued to play havoc
from July to December 2009
The profit went down to Rs. 367.12lacs from Rs.389.13lacs for the year
ended 31st March 2009. This was mainly because of the lower turnover
and fixed overheads.
Future prospects
Your directors see a very bright future for the Company. The Company
has been quoting aggressively for new projects during the last few
months. We have already bagged orders worth Rs.200 Cr. in the first two
months. This new transformation will bear fruits from the second half
of the financial year.
Capital and finance:
After the successful completion of the IPO, the Company did not raise
any further funds from the capital market. The Company retained the
same borrowing facilities with our bankers, i.e. Vijaya Bank. Apart
from this we have taken temporary working capital demand loan from Yes
Bank.
The CompanyÃs shares are being traded in the Bombay Stock Exchange
(BSE) and National Stock Exchange of India Ltd.(NSE) of India Ltd.
Dividend:
Directors recommend 10% dividend to the shareholders of the Company. We
understand that this being the 25th year of the Company, the share
holders expect some special dividend. The Board also hopes that we may
be able to gratify the share holders as and when the performance picks
up.
Directors :
Mr Anant B Karweer was appointed an Additional Director to the Board
during the year. He retires at the ensuing Annual General Meeting and
being eligible, has offered for reappointment.
In terms of the provisions of section 255 and 256 of the Companies Act,
1956, and Articles of Association of the Company, Mr Dilip Varghese
retires at the ensuing Annual General Meeting and being eligible, has
offered himself for reappointment.
Fixed Deposit:
During the year under review, the Company has not accepted any deposit
under section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposit) Rules, 1975.
Particulars of Employees:
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by the employees of the Company to the
operations of the Company during the year. There are no employees in
the Company who are drawing prescribed salary under section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended.
Auditors & Their Report:
M/s Hegde & Associates, Chartered Accountants, Mumbai, the Auditors of
the Company, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment. They have furnished a
certificate to the effect that their proposed appointment, if made will
be in accordance with the limit prescribed under Section 224 (1-B) of
the Companies, Act, 1956 and are not disqualified for such appointment,
within the meaning of subsections (3) and (4) of section 226 of the
Companies Act, 1956. Your directors recommend their reappointment.
The AuditorÃs Report to the shareholders does not contain any
qualification. The notes to the accounts referred to in the Auditors
Report are self explanatory and therefore do not call for any comments.
Conservation of Energy, Technology Absorption, and foreign Exchange
Earnings and outgo:
Information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under section
217(1)(e) of the companies Act, 1956 read with the Companies
(Disclosure of the particulars in the Report of the Board of Directors)
Rules, 1988 is given by way of Annexure to this report.
Corporate Governance
As per the listing agreement with the Stock Exchanges, listed companies
are required to implement the Corporate Governance Code from the
financial Year, 2001-2002 onwards. Your CompanyÃs shares are listed
with Bombay stock Exchange and National Stock Exchange of India Ltd. A
report on corporate governance is attached to this report as Annexure.
Certificate from the Auditors of the Company regarding compliance of
clause 49 of Listing Agreement is also annexed herewith.
The Management Discussion and Analysis Report as required under the
code of Corporate Governance is given in the Annexure attached to the
directorÃs Report.
Social responsibility
Since construction activity has a very high local impact, Roman Tarmat
believes it is important to have controls in place to manage sound
levels, dust levels, light and other forms of pollution surrounding the
construction area. We feel it is our responsibility to bring happiness
to the locals by providing them with help whenever needed, and always
to leave them with a smile and good memory.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors
based on the representations received from the operating management
confirm that:
1. In the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures.
2. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for the period.
3. They have taken proper and sufficient care, to the best of their
knowledge and ability, for maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis.
Personnel and Industrial Relations:
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company.
Acknowledgements:
The Board of Directors would like to place on record their appreciation
of the assistance, guidance and support extended by the Government at
the Centre, States, Banks and other Financial Institutions. Your
directors also place on place on record their sincere appreciation of
the total commitment and hard work put in by all the sub contractors,
consultants, clients and employees of the Company.
For and on behalf of the Board of Directors
Sd/-
Chairman
Date: 7th July, 2010
Place: Mumbai
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article