Dear Members,
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 Company's financial results for the Financial Year 2023-24 is as under:
(Rs. In Lakh)
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 ("MCA") 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, Directors' 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 Company's 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 India's 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 (‘the IEPF'), 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 Company's websitewww.tarmatlimited.com.
21. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.
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 37th Annual General Meeting of the Company held on 30th September, 2022 M/s. Hegde & Associates, Chartered Accountants (FRN 103610W) was appointed for a first term of 5 (five) consecutive years commencing from 37th Annual General Meeting till the conclusion of 41st 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 ‘Prevention of Sexual Harassment Policy' 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:
• No. of complaints received: Nil
• No. of complaints disposed of: NA
• 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 Company's 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
(‘RPTS') All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's 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 "Listing Regulations") 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 ("Listing Regulations"), 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 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
39. Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:
(i) in the preparation of the annual accounts 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 Company's 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.