The Directors have pleasure in presenting their report as a part of
47th Annual Report, along with the Audited Accounts of the Company for
the year ended March 31, 2012.
The salient features of the Company''s financial results for the year
ended on March 31, 2012 on standalone and consolidated basis have been
(Rs in Lakhs)
for the Standalone Consolidated
March 31, 2012 2012 2011 2012 2011
Operations 62,613 67,915 59,088 67,915
Operating Profit (Before
and Taxation) 9,998 8,520 9,664 8,520
Less: Financial Cost 7,246 4,453 7,272 4,453
Taxation 2,752 4,067 2,392 4,067
Less: Depreciation 1,134 726 1,134 726
Less: Dimunition in
value of investment 7 42
Taxation (PBT) 1,618 3,341 1,251 3,299
Add: Profit from
Joint Venture (151) 99 (202) 99
for Taxation 590 715 596 715
Taxation(PAT) 877 2,725 453 2,684
Forward 7,539 5,591 7,497 5,590
General Reserve 100 300 100 300
Preference Shares 1 1 1 1
on Equity Shares 258 409 258 409
Dividend Tax on
Dividend 43 67 42 67
Forward 8,014 7,539 7,549 7,497
Detailed discussion in relation to the Company''s Operations is given in
the Management Discussion and Analysis Report under the heading
Financial Performance, is enclosed with the Directors'' Report.
Order Book position as on March 31, 2012
The total order book position as on 31st March, 2012 was Rs. 3,21,000
The Board of Directors at the Meeting held on May 29, 2012 recommended
payment of Dividend of Rs. 1.05 (i.e.10.50%) on the Cumulative Redeemable
Preference Shares of Rs. 10/- each, and a Dividend of Rs. 1.50 per Equity
Share on Equity Shares of Rs.10/- each (i.e. 15% of paid-up Equity Share
Capital), subject to approval of the Members at the forthcoming Annual
General Meeting. The distribution tax on both the Equity Dividend and
Preference Dividend is to be borne by the Company and appropriated
During the year under review, your Company is having three Subsidiary
Companies namely- Tantia Sanjauliparkings Private Limited, Tantia
Infrastructure Private Limited and Tantia Raxaultollway Private
Limited, out of which first two are Wholly- Owned Subsidiary(ies).
In Compliance with General Circular No. 2/2011 dated February 8, 2011,
issued by the Ministry of Corporate Affairs, Government of India,
granted general exemption to Companies from complying with the
provisions of Section 212 of the Companies Act, 1956 from attaching a
copy each of the Balance Sheet, Profit & Loss Account, Directors''
Report, Auditors'' Report etc. of the Subsidiary Company(ies). As
required, the important information of the annual accounts of the
Subsidiary Company (ies) is disclosed in later part of this Annual
Report. However, Annual Accounts of the Company''s Subsidiary Company
(ies) will be available for inspection by Member/Investor at the
Registered Office of the Company at 25-27, Netaji Subhas Road, Kolkata-
700001 and that of concerned Subsidiary (ies) and the hard copy of same
would be provided to any Member on demand.
In Compliance with General Circular No. 2/2011 dated February 8, 2011,
a detailed statement related to Subsidiary Company(ies) is annexed
herewith in the later part of this Annual Report.
Consolidated Financial Statements
In compliance with the Accounting Standards 21 and 23 of the Companies
(Accounting Standards) Rules, 2006 read with General Circular No.
2/2011 dated February 8, 2011 of the Ministry of Corporate Affairs
(MCA), Government of India and Clause 32 of the Listing Agreement with
Stock Exchange(s), the Company has prepared its Consolidated Financial
Statements and the same has been duly audited by the Statutory Auditors
of the Company M/s. Konar Mustaphi & Associates, Chartered Accountants.
The Consolidated Financial Statements and Auditors'' Reports on the same
are enclosed with the accounts and forms part of this Annual Report.
Preferential Allotment of Convertible Warrant(s)
As per Section 81(1A) of the Companies Act, 1956 read with SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2009 including
amendments thereto from time to time and other applicable Rules and
Regulations, the Committee of Directors of the Company, during the year
under review has allotted 24,50,000 Convertible Warrant(s) to the
Promoters/ Promoter Group Companies on Private Placement/Preferential
Basis which was duly approved by the shareholders'' through Postal
Ballot, the results of which were declared on March 9, 2011.
Conversion of Warrant(s)
Out of total allotted 24,50,000 Convertible warrant(s), the Board of
Directors of the Company at their Meeting held on February 13, 2012
allotted 8,50,000 Equity Shares to the Promoters/ Promoter Group
Companies pursuant to conversion of equivalent number of Warrant(s).
The Company has made applications for listing of aforesaid Equity
Shares at the Stock Exchange(s), where the Equity Shares of the Company
are listed, which is awaited.
The Company did not accept any Fixed Deposit under Section 58A of the
Companies Act, 1956 from the public during the Financial Year ended on
March 31, 2012.
The Company enjoys excellent business relationship with existing and
new clients which is resulting in repetition of orders, extension of
projects of a higher value on a regular basis and is preferred above
other market players. The Company is making its presence felt in the
different parts of the Country through different infrastructural and
development work. The Company''s customer base has spread across the
country and includes reputed domestic Corporates as well.
The development of world-class infrastructure remains the key focal
area of the Government. As a result, the infrastructure sector
including the Metro Network and Highways projects has got a major boost
in the Union Budget 2012-13. The Union Budget 2012-13 proposes an
increase of allocation of the Road Transport and Highways Ministry by
14% to Rs. 25,360 crores. The Ministry got a substantial increase of Rs.
874 crores for construction and extension of the Metro Network in
Delhi, Bangalore, Kolkata, Chennai, Mumbai, Jaipur and Kochi.
As per the Infrastructure Development target set for FY 2012-13, the
total Road length to be awarded in FY 2012-13 will be 9,500 km, an
increase of 18.7% over the previous year while investments will rise by
73.6%. About 4360 km of Roads will be awarded for maintenance under the
OMT (Operate, Maintain, Transfer) System for the first time.
In order to boost this Sector, the Government has given another mode of
financing the BOT Projects by way of allowing ECB for Capital
Expenditure on the maintenance and Operations of Toll Systems for Roads
and Highways, if they are part of original project.
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as per Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is
appended as Annexure A and forms part of this Report.
Currently the Company is having ten Directors, out of them four are
Executive Directors and remaining six are Independent Directors. The
Composition of the Board is in compliance with the provisions of Clause
49 of the Listing Agreement with the Stock Exchange(s).
During the year under review, Sri Sarit Kumar Bose, Independent
Director of the Company left for his heavenly abode at the age of 76
Sri Mahabir Prasad Agrawall and Sri Himangsu Sekhar Sinha, the
Independent Directors of the Company retires by rotation and being
eligible, offer themselves for reappointment.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange(s), the particulars of Director seeking
appointment/reappointment at the ensuing Annual General Meeting is
annexed to and forms part of Notice calling the 47th Annual General
During the year under review, a cordial relation was maintained with
the employees. The Directors wish to place on record their sincere
appreciation in respect of the services rendered by all the employees
of the Company.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended, the names and other particulars of the
employees are required to be set-out in the Directors'' Report. Having
regard to the provisions of Section 219(1) (b) (iv) of the said Act,
the Annual Report excluding the aforesaid information is being sent to
all the Members of the Company and others entitled thereto. Any Member
interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company at 25-27, Netaji
Subhas Road, Kolkata 700 001.
The Board, on recommendation of the Audit Committee, has proposed that
M/s. Konar Mustaphi & Associates, Chartered Accountants, Kolkata, who
retires at the conclusion of the forthcoming Annual General Meeting, be
re-appointed as Statutory Auditors of the Company, to hold office until
conclusion of next Annual General Meeting of the Company. M/s. Konar
Mustaphi & Associates, Chartered Accountants,
Kolkata have signified their willingness in writing and further
informed that their appointment, if made, will be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
The Reports of the Auditor including references made therein to the
Notes forming part of the Statement of Accounts are self explanatory
and do not call for any further explanation.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
a) in the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently except to the extent as stated in the account and
made judgments and estimates that were reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2012, and of the profit or loss of the Company for the year
ended on that date;
c) the Directors have taken proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Company''s assets and for
preventing and detecting fraud and other irregularities; and
d) the Directors have prepared the accounts for the year ended March
31, 2012 on a going concern basis.
Your Company reaffirms its commitment to Corporate Governance and it
adheres with the provisions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchange(s). A
separate section on Corporate Governance practices, Management
Discussion and Analysis Report and General Shareholder Information are
given as annexure to this report.
The Auditors'' Certificate confirming compliance with the provisions of
Corporate Governance as stipulated under the Clause 49 of the Listing
Agreement is annexed to this Annual Report.
Code of Conduct
The Code of Conduct for the Directors and Senior Management Executives
has been made applicable to all the Directors whether Executive(s) or
Non-Executive including all Senior Management Executive(s) of the
Company. The Board Members and Senior Management Executives of the
Company have affirmed compliance with the Code of Conduct during the
year and no violation of the same was reported. The Code of Conduct is
also posted on the Company''s web-site www.tantiagroup.com.
Corporate Social Responsibility (CSR)
Tantia Constructions Limited is committed to carrying out its business
responsibility and is developing strong and sustainable local
communities. The focus area of Company''s CSR initiatives includes
education, environment and community development. The Company
understands the surrounding environment wherever it executes its
infrastructural development work.
Your Board of Directors wish to place on record their sincere
appreciation for the valuable and continued support received from the
shareholders, Company''s Bankers, Central and State Government
Authorities, Clients, Consultants, Suppliers, Stock Exchange(s) and all
other Business Associates for the growth of the organisation.
The Board of Directors also wish to place on record its deep
appreciation for the services of the devoted executives, staff Members
and workers whose hard work, solidarity, cooperation and support
contributed to its efficient and successful management and in arriving
at this years'' financial results.
For and on behalf of the Board
Dated: May 29, 2012
Registered Office: Ishwari Prasad Tantia
25-27, Netaji Subhas Road, Chairman and Managing Director
Kolkata 700 001