Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Tarmat Ltd.

Mar 31, 2024

Your Directors are pleased to present the Thirty-Nine Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31,2024.

1. SUMMARY AND HIGHLIGHTS

A summary of the Companyâs financial results for the Financial Year 2023-24 is as under:

('' In Lakh)
Particular	Standalone		Consolidated
Particular	March 31, 2024	March 31,2023	March 31, 2024	March 31,2023
Revenue from Operations	8,935.34	14366.41	8,935.34	14366.41
Other Income	44.04	416.00	44.04	416.00
Total Income	8,979.38	14782.41	8,979.34	14782.41
Less: Expenses	8,844.21	14305.32	8,844.21	14305.32
Profit / Loss before tax and Extraordinary / exceptional items	135.17	477.09	135.17	477.09
Add: Extraordinary / exceptional items	-261.37	251.86	-261.37	251.86
Profit before tax	-126.20	728.95	-126.20	728.95
Less: Current Income Tax	0.00	0.00	0.00	0.00
Less: Previous year adjustment of Income Tax	0.00	0.00	0.00	0.00
Less Deferred Tax	-13.oo	-12.55	-13.00	-12.55
Net Profit after Tax	-113.00	741.50	-113.00	741.50
Other Comprehensive IncomeItems to be reclassified subsequently to profitOr loss other comprehensive income for the period, net of tax	-4.80	4.52	-4.80	4.52
Total Comprehensive income for the period	-108.40	736.98	-108.40	736.98
Earnings per share (Basic)	-0.51	3.57	-0.51	3.57
Earnings per Share(Diluted)	-0.51	2.37	-0.51	2.37

The abovementioned financial performance highlights are an abstract of the Financial Statements of your Company for the Financial Year 2023-24. The detailed Financial Statements of your Company forms part of this Annual Report. As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs (âMCAâ) and Securities and Exchange Board of India (SEBI), from time to time, the Annual Report 2023-24 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directorsâ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode. The Annual Report 2023-24 is also available at the Companyâs website at www.tarmatlimited.com.

2. Performance of the company

The profit (after tax) during the year ending 31st March 2024 on Standalone basis was Rs. -113.00 lakh against Profit of Rs. 741.50 lakh for the previous year ended 31st March 2023.The company is in the process of securing some projects.

3. prospects

The global economy is expected to witness a synchronous rebound in 2025 as major election uncertainties are out of the way. India will likely to see improved capital flows boosting private investments and a rebound in exports.

The Govt. has set an ambitious target for transport sector including development of 2 lacs km national highway network by 2025. Govt. launched National infrastructure pipelines (NIP) in 2020, which envisages an investment of Rs.111 lacs crores over 2020 to 2025.

Infrastructure sector plays a pivotal role in driving Indiaâs economic growth and overall development.

All these provides immense scope for prospect of investment in infrastructure. Your company is currently executing projects in Chennai, Tutucorin and Mumbai Airport and in Jammu. Your company has about 250 crores unfinished projects in hand.

4. Significant events during the financial year 2023-24

At the Extra - Ordinary General Meeting of the Company held on March 22nd, 2024, the Company:

a) increased its Authorized share capital of the company from Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) Consisting of 2,20,00,000 (Two Crore Twenty Lakhs Only) Equity Shares of Re. 10/- (Rupee Ten) each to INR. 32,50,00,000/- (Rupees Thirty-Two Crore Fifty Lakhs Only) consisting of 3,25,00,000 (Three Crore Twenty-Five Lakhs) Equity Shares of Rs.10/- (Rupee Ten) each.

b) Issued 1,05,13,153 convertible warrants, into equity shares to person(s) belonging to promoter category and to person(s) belonging to non-promoter category on preferential basis at a price of Rs. 95/- (Rupees Ninety-Five Only) (including premium of Rs. 85/- each).

5. Performance Evaluation

In accordance with the relevant provisions of the Act read with the corresponding Rules framed thereunder, the SEBI Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 5, 2017, evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a whole and its individual statutory Committees was carried out for the year under review. The manner in which the evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance Report.

6. Dividend/ Shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (âthe IEPFâ), a fund established under subsection (1) of section 125 of the Act.

Mandatory Transfer of Shares to Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

Company has transferred the entire unpaid and Unclaimed Dividend to Investor Education and Protection Fund which was declared in FY 2008-09, 2009-10 and 2010-2011. As per Regulation 34(3) read with Schedule V of the Listing Regulations.

7. Dividend

To enable the Company to preserve cash for future growth your Directors have not recommended any dividend for the Financial Year ended March 31,2024.

8. Reserves

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

9. ISSUE OF SHARES

a) Issue of Equity Shares with differential rights

During the year under review and to date, your Company has not issued any shares with differential rights, hence no information prescribed under the provisions of Section 43(a)(ii) of the Companies Act, 2013 (the Act) read with Rule 4(4) of the Companies (Share Capital & Debentures) Rules, 2014 has been furnished.

b) Issue of Sweat Equity Shares

During the year under review and to date, your Company has not issued any sweat equity shares. Hence no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital & Debentures) Rules, 2014 is furnished.

c) Issue of Employee Stock Option

During the year under review and to date, your Company has not issued any Employee Stock Option, hence no information is furnished.

10. Share Capital

During the year under review, the Company has increased in Authorized Share Capital of the Company from Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) to Rs. 32,50,00,000/- (Rupees Thirty-Two Crore Fifty Lakhs Only) and Consequent amendment in Capital Clause of the Memorandum of Association of the Company.

During the year under review and to date, your Company has not issued any Debentures, hence no information is furnished.

11. Directors and Key Managerial Personnel

A. Appointment/Re-Appointment/Resignation/cessation of Director:

As of 31st March 2024, the Board of Directors comprised 6 Directors, 3 of which were Independent Director(s), 1 is Non-Executive Director/Promoter Director, 1 is Managing Director & 1 is Executive Director. During the year under review, there were no changes to the Director(s) of the Company.

The Board of Directors at their meetings held on 05th September 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved Appointment of Dr. Kishanrao Marutirao Godbole (DIN: 10769888) as an Additional and Independent Director of the Company for a period of five years with effect from 05th September 2024 to 04th September 2029 subject to the approval of the shareholders of the Company.

B. Retirement by Rotation and subsequent re-appointment:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jerry Varghese (DIN: 00012905), Non-Executive Director and Mr. Dilip Varghese (DIN: 01424196), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. Your Board recommends their re-appointment as Director(s) for your approval. The brief profile of Mr. Jerry Varghese and Mr. Dilip Varghese and the resolution for their reappointment as Director(s) are given in the Notice of the 39th Annual General Meeting (AGM).

C. Key Managerial Personnel

Mr. Dilip Varghese, Managing Director, Mr. Amit Atmaram Shah, Executive Director and Mr. S.Chakraborty, CFO & Company Secretary are the Key Managerial Personnel(s) of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company.

The Board of Directors consists of a balanced profile of members specializing in different fields that enables it to address the various business needs of the company, while placing very strong emphasis on corporate governance.

12. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There was no material changes occurred between the end of the financial year of the company to which the financial statements relate and date of report.

13. Remuneration of directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of section 197(12) of the Act and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III to this Report.

14. Number of Meetings of the Board of Director

Six (6) Board Meetings were convened and held during the financial year 2023-24. Details of meetings of the Board along with the attendance of the Directors and member of committee therein have been disclosed in the Corporate Governance Report (Annexed herewith).

15. Audit Committee

Audit Committee were comprised of Three Independent Directors and One Executive Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

16. Stakeholders relationship committee

Stakeholders relationship committee were comprised of Three Independent Directors and One Non-Executive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

17. Nomination and Remuneration policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

Nomination and Remuneration committee were comprised of Three Independent Directors and One NonExecutive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

18. Corporate Social Responsible Committee

Corporate Social Responsible Committee were comprise of Two Independent Directors and One Non-Executive Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

19. 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.

20. 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.

21. 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.

22. 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.

23. Auditors

At 37^th Annual General Meeting of the Company held on 30^th September, 2022 M/s. Hegde & Associates, Chartered Accountants (FRN 103610W) was appointed for a first term of 5 (five) consecutive years commencing from 37^th Annual General Meeting till the conclusion of 41^st Annual General Meeting of the Company as Statutory Auditors of the Company.

During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and therefore no detail are required to be disclosed under Section 134(3)(ca) of the Act.

24. 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.

> Replies to point no. (i) to (iii), of Annexure A, The management has initiated all necessary actions to regularise.

25. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company.

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 2024-25. 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.

26. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 which forms an integral part of this Report.

27. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

At Tarmat, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Tarmat, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Tarmat. The Company also has in place âPrevention of Sexual Harassment Policyâ in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment. The following is a summary of sexual harassment complaints received and disposed of during the year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed of: NA

â¢ No. of complaints pending: Nil

28. Vigil Mechanism and Whistle Blower

The Company has established a Vigil Mechanism and Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics.

The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Company and the web-link to the same is www.tarmatlimited.com

29. Annual Return

As per provisions of sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended time to time, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at : https://www.tarmat.in/investors/

30. Related Party Transactions

(âRPTSâ) All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. There were no material significant transactions with related parties during the financial year 2023-24 which were in conflict with the interest of the Company. Pursuant to the provision of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

31. Corporate Social Responsibility

The provision of Companies Act, 2013 relating to Corporate Social Responsibility initiatives are not applicable to the Company for the Current Year.

32. Public Deposit

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.

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

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given or provided during the year.

34. 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.

35. Management discussion and analysis report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) is provided in a separate section and forms an integral part of this Report.

36. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2023-24.

37. Compliance with Secretarial Standards

Your directors confirm that during the year under review, the Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. 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 equipment 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

39. 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 for the financial year ended 31st March, 2024, 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.

40. 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.

41. 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.

42. Acknowledgements

The Management hereby take this opportunity to thank the Shareholders, Regulators and Government Authorities, Financial Institutions, Banks, Customers, Suppliers. The Management also wishes to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

Mar 31, 2023

Your Directors are pleased to present the Thirty Eight Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the year ended March 31,2023.

1. SUMMARY AND HIGHLIGHTS

A summary of the Companyâs financial results for the Financial Year 2022-23 is as under:

(? In Lakh)

Particular	Standalone		Consolidated
Particular	March 31, 2023	March 31,2022	March 31, 2023	March 31,2022
Revenue from Operations	14366.41	16193.61	14366.41	18100.84
Other Income	416.00	112.77	416.00	105.72
Total Income	14782.41	16306.37	14782.41	18206.56
Less: Expenses	14305.32	15840.28	14305.32	17740.47
Profit / Loss before tax and Extraordinary /exceptional items	477.09	466.09	477.09	466.09
Add: Extraordinary / exceptional items	251.86	0.00	251.86	0.00
Profit before tax	728.95	466.09	728.95	466.09
Less: Current Income Tax	0.00	0.00	0.00	0.00
Less: Previous year adjustment of Income Tax	0.00	0.00	0.00	0.00
Less Deferred Tax	-12.55	8.41	-12.55	8.41
Net Profit after Tax	741.50	457.68	741.50	457.68
Other Comprehensive Income Items to be reclassified subsequently to profit Or loss other comprehensive income for the period, net of tax	4.52	0.00	4.52	0.00
Total Comprehensive income for the period	736.98	457.68	736.98	457.68
Earnings per share (Basic)	3.57	2.90	3.57	2.90
Earnings per Share(Diluted)	2.37	2.15	2.37	2.15

l he abovementioned financial performance highlights are an abstract of the Financial Statements of your
Company for the Financial Year 2022-23. The detailed Financial Statements of your Company forms part
of this Annual Report. As per the provisions of the Act and in accordance with the Circulars issued by the
Ministry of Corporate Affairs (âMCAâ) and Securities and Exchange Board of India (SEBI), from time to time,
the Annual Report 2022-23 containing Balance Sheet, Statement of Profit & Loss, other statements and notes
thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the
Act, Directorsâ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate
Governance Report) is being sent to all shareholders through permitted mode. The Annual Report 2022-23 is
also available at the Companyâs website at www.tarmat.in.

2. Performance of the company

The profit (after tax) during the year ending 31^st March 2023 on Standalone basis was Rs. 741.50 lakh against
Profit of Rs. 457.68 lakh for the previous year ended 31^st March 2022.

3. prospects

India is likely to be the worldâs fastest growing big economy this year. Indiaâs high growth imperative in 2023
and beyond will significantly be driven by major strides in key sectors with infrastructure development being
critical force aiding the progress. Under budget 2023, the capital investment outlay for infrastructure is being
increased by 33% to Rs.10 lacs crores, which will be 3.3 % of GDP and 3 times of 2019-20. The Govt will step
up spending to 39.45 trillion rupees in the coming fiscal year to build public infrastructure and drive economic
growth.

All these provides immense scope for prospect of investment in infrastructure. Your company is currently
executing projects in Chennai, Tutucorin and Mumbai Airport and in Jammu. Your company has about 250
crores unfinished projects in hand. The company is in the process of securing some projects.

4. Significant events during the financial year 2022-23

a) 38,02,576 Convertible warrants (out of total 62,17,397 Convertible warrants) converted into Equity shares
of Rs. 10/ each issued & allotted at a premium of Rs. 62/- to non-Promoters on a preferential basis on

21.04.2022.

b) 1,70,000 Convertible warrants (out of total 62,17,397 Convertible warrants) converted into Equity shares
of Rs. 10/ each issued & allotted at a premium of Rs. 62/- to non-Promoters on a preferential basis on

07.05.2022.

c) 15,41,569 Convertible warrants (out of total 62,17,397 Convertible warrants) converted into Equity shares
of Rs. 10/ each issued & allotted at a premium of Rs. 62/- to non-Promoters on a preferential basis on

06.01.2023.

5. Performance Evaluation

In accordance with the relevant provisions of the Act read with the corresponding Rules framed thereunder, the
SEBI Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January
5, 2017, evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a
whole and its individual statutory Committees was carried out for the year under review. The manner in which
the evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance
Report.

6. Dividend/ Shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the
Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the
date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with
interest accrued, if any to the Investor Education and Protection Fund (âthe IEPFâ), a fund established under subÂ¬
section (1) of section 125 of the Act.

Mandatory Transfer of Shares to Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/
unclaimed dividend on shares for a consecutive period of seven years In terms of Section 124(6) of the
Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which
dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall
be credited to the Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such
shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any,
accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares
shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from
IEPFA by following the procedure prescribed under the aforesaid rules.

Company has transferred the entire unpaid and Unclaimed Dividend to Investor Education and Protection Fund
which was declared in FY 2008-09, 2009-10 and 2010-2011. As per Regulation 34(3) read with Schedule V of
the Listing Regulations.

7. Dividend

To enable the Company to preserve cash for future growth your Directors have not recommended any dividend
for the Financial Year ended March 31,2023.

8. Reserves

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

9. ISSUE OF SHARES

a) Issue of Equity Shares with differential rights

During the year under review and to date, your Company has not issued any shares with differential rights,
hence no information prescribed under the provisions of Section 43(a)(ii) of the Companies Act, 2013 (the
Act) read with Rule 4(4) of the Companies (Share Capital & Debentures) Rules, 2014 has been furnished.

b) Issue of Sweat Equity Shares

During the year under review and to date, your Company has not issued any sweat equity shares. Hence
no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital & Debentures) Rules, 2014 is furnished.

c) Issue of Employee Stock Option

During the year under review and to date, your Company has not issued any Employee Stock Option,
hence no information is furnished.

10. Share Capital

During the year under review, the Company has issued 55,14,145 equity shares out of total 62,17,397
Convertible warrants converted into Equity shares of Rs. 10/each issued & allotted at a premium of Rs. 62/- to
non-Promoters on a preferential basis. Hence the paid-up Equity Share Capital as at March 31, 2023 stood at
Rs. 2131.42 lakhs.

During the year under review and to date, your Company has not issued any Debentures, hence no information
is furnished.

11. Directors and Key Managerial Personnel

A. Appointment/Re-Appointment/Resignation/cessation of Director:

1) Mr. Amit Kumar Goyal (DIN: 05292585), Non- Executive Director of the Company resigned from his
directorship in the Company with effect from August 04, 2023. Mr. Amit Kumar Goyal was also the
member of Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration
Committee of the Board, consequent to his resignation he also ceased to be a member of these
Committees.

2) Mr. Jayeshkumar Manjibhai Patel (DIN: 08897467), Non- Executive Director of the Company resigned
from his directorship in the Company with effect from August 04, 2023.

3) Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of
the Company by passing a circular resolution on August 04, 2023, approved the appointment of Mr.
Jerry Varghese and Mr. Dilip Varghese with effect from August 04, 2023 as an Additional Director(s) of
the Company and that they will hold the office of the Director upto the date of ensuing Annual General
Meeting of the Company.

4) Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors
of the Company at their meeting held on August 14, 2023 approved the Appointment of Mr. Dilip
Varghese, (DlN: 01424196) as the Managing Director of the Company for a term of three years
with effect from August 14,2023 and fixed his remuneration for a period of three years, the said reÂ¬
appointment and payment of remuneration shall be subject to approval of members of the Company at
the ensuing 38th AGM.

5) Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of
the Company at their meeting held on August 14, 2023 approved the Re-Appointment and Payment of
Remuneration to Mr. Amit Shah (DIN:08767309) as an Executive Director of the Company for a further
period of three years w.e.f. October 01, 2023 subject to approval of Shareholders at the ensuing 38th
AGM.

B. Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Amit
Atmaram Shah (DIN: 08467309), Executive Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, have offered himself for reappointment. Your Board
recommends his re-appointment as Director for your approval. The brief profile of Mr. Amit Atmaram Shah
and the resolution for their reappointment as Director(s) are given in the Notice of the 38th Annual General
Meeting (AGM).

C. Key Managerial Personnel

Mr. Dilip Varghese, Managing Director, Mr. Amit Atmaram Shah, Executive Director and Mr. S.Chakraborty,
CFO & Company Secretary are the Key Managerial Personnel(s) of the Company. During the year under
review, there were no changes to the Key Managerial Personnel of the Company.

The Board of Directors consists of a balanced profile of members specializing in different fields that enables
it to address the various business needs of the company, while placing very strong emphasis on corporate
governance.

12. Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report:

There was no material changes occurred between the end of the financial year of the company to which the
financial statements relate and date of report.

13. Remuneration of directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be
disclosed in terms of the provisions of section 197(12) of the Act and rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-II to this Report.

14. Number of Meetings of the Board of Director

Eight (8) Board Meetings were convened and held during the financial year 2022-23. Details of meetings of the
Board along with the attendance of the Directors and member of committee therein have been disclosed in the
Corporate Governance Report (Annexed herewith).

15. Audit Committee

Audit Committee were comprised of Three Independent Directors and One Non-Executive Director, details of
which are provided in the Corporate Governance Report (Annexed herewith).

16. Stakeholders relationship committee

Stakeholders relationship committee were comprised of Three Independent Directors and One Non-Executive
Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

17. Nomination and Remuneration policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment
of Directors and Senior Management and for determining qualifications, positive attributes and independence
of Directors. The Policy also provides for remuneration of Directors, Members of Senior Management and Key
Managerial Personnel.

Nomination and Remuneration committee were comprised of Three Independent Directors and One NonÂ¬
Executive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

18. Corporate Social Responsible Committee

Corporate Social Responsible Committee were comprise of Two Independent Directors and One Executive
Director,, details of which are provided in the Corporate Governance Report (Annexed herewith).

19. 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.

20. 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
website www.tarmat.in.

21. 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.

22. 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.

23. Auditors

At 37^th Annual General Meeting of the Company held on 30^th September, 2022 M/s. Hegde & Associates,
Chartered Accountants (FRN 103610W) was appointed for a first term of 5 (five) consecutive years commencing
from 37^th Annual General Meeting till the conclusion of 41^st Annual General Meeting of the Company as Statutory
Auditors of the Company.

During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and
therefore no detail are required to be disclosed under Section 134(3)(ca) of the Act.

24. 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.

> Replies to point no. 2 and 3, The management has initiated all necessary actions to regularize.

> Replies to point no. 1, 4, 7, 8 and 9 is implemented.

25. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company.

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 2023-24. 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.

26. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is
given in Form AOC-1 (Annexure-I) which forms an integral part of this Report.

27. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013

At Tarmat, all employees are of equal value. There is no discrimination between individuals at any point based
on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
At Tarmat, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined
in values and in the Code of Ethics & Conduct of Tarmat. The Company also has in place âPrevention of
Sexual Harassment Policyâ in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints
received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for
reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any
kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual
harassment. The following is a summary of sexual harassment complaints received and disposed of during the
year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed of: NA

â¢ No. of complaints pending: Nil

28. Vigil Mechanism and Whistle Blower

The Company has established a Vigil Mechanism and Whistle Blower Policy, for its Directors and Employees,
to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or
suspected fraud or violation of the Companyâs Code of Conduct & Ethics.

The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Company and the web-link to
the same is www.tarmat.in

29. Annual Return

As per provisions of sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended time to time, the copy of the Annual Return in the Form MGT-7 is
hosted on website of your Company at : https://www.tarmat.in/investors/

30. Related Party Transactions

(âRPTSâ) All the transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an armâs length basis. The Audit Committee had given omnibus approval for
the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. There
were no material significant transactions with related parties during the financial year 2022-23 which were in
conflict with the interest of the Company. Pursuant to the provision of Section 134(3)(h) of the Companies Act,
2013, Form AOC-2 is not applicable to the Company.

31. Corporate Social Responsibility

The provision of Companies Act, 2013 relating to Corporate Social Responsibility initiatives are not applicable to
the Company for the Current Year.

32. Public Deposit

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.

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

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given
or provided during the year.

34. 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.

35. Management discussion and analysis report

The Management Discussion and Analysis Report on the operations of the Company, as required under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing
Regulationsâ) is provided in a separate section and forms an integral part of this Report.

36. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), along with a certificate from
Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for
the year 2022-23.

37. Compliance with Secretarial Standards

Your directors confirm that during the year under review, the Company has been in compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. 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 equipment 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

39. 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 for the financial year ended 31st March, 2023, 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.

40. 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.

41. 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.

42. Acknowledgements

The Management hereby take this opportunity to thank the Shareholders, Regulators and Government
Authorities, Financial Institutions, Banks, Customers, Suppliers. The Management also wishes to place on record
their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the board of directors

Mr. Jerry Verghese
Chairman
DIN: 00012905

Date: 14^th August, 2023
Place: Mumbai

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
Particulars	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

10. Familiarisation programme for Independent Directors:

11. Policy on directorsâ appointment and remuneration and other details

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

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

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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(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 31^st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary Performance of the Company:

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

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

The Company undertaken some important project.

Future prospects

The Govt. is focusing on reforms to spearhead infrastructure development in Railways, Roads and highways as well as power sector. The 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

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

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

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

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:

20. Extract of annual Return:

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

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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(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 AuditorsÃ 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 DirectorsÃ 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