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