Dear Shareholders,
 
 We are pleased to present the 46th Annual Report together with Profit
 and Loss Account for the year ended 31st March, 2011 and Balance Sheet
 as at that date including Schedules and Notes forming part thereof and
 the Reports of Auditors'' thereon.
 
 Tantia Constructions Limited (‘Tantia'') is a world-class Infrastructure
 Development and Service provider Company, operating across the
 Infrastructure lifecycle with strong positions in Infrastructure and
 Construction Industry. As a pre-eminent Indian infrastructure Company,
 established over four decades ago, Tantia has, over the years, strongly
 anchored itself to India''s development effort.
 
 Financial Results
 
 The salient features of the Company''s Financial Results# for the year
 ended on 31st March, 2011 on standalone and consolidated basis are as
 follows;
 
                                                        (Rs. in ''000)
 
 Performance for the year      Consolidated*               Standalone
 ended 31st March                       2011         2011        2010
 
 Income from operations            6,741,499    6,791,499   5,611,729
 
 Operating profit (before 
 interest, depreciation 
 and taxation)                       852,095      852,130     715,887
 
 Interest and financial 
 expenses                            445,331      445,327     366,950
 
 Profit before depreciation 
 and taxation                        406,764      406,803     348,937
 
 Depreciation                         72,594       72,594      68,166
 
 Profit before Taxation 
 (PBT)                               330,003      334,209     280,771
 
 Provision for taxation               71,661       71,642      98,085 
 
 Add:
  
 Profit of Joint Venture 
 (Net of Tax)                          9,892        9,892       2,837
 
 Profit after Taxation(PAT)          268,234      272,459     185,523
 
 Profit brought forward              559,076      559,113     420,996
 
 Profit available for 
 appropriation                       827,402      831,572     606,519
 
 Appropriation
 
 Transfer to General Reserve          30,000       30,000      18,500
 
 Dividend on Cumulative 
 Pref. Shares                            147          147         147
 
 Proposed Dividend on 
 Equity Shares                        40,933       40,933      24,560
   
 Dividend Tax on Proposed 
 Dividend                              6,664        6,664       4,199
 
 Balance Carried Forward             749,658      753,828     559,113
 
 # There has been change in the Accounting Policies in limited respects
 as detailed in the Schedule 23 at point No. A.4 appended to the
 Accounts and the impacts thereof on the profits of the Company are also
 disclosed thereat.
 
 * Since there were no Subsidiary(ies) during the previous financial
 year ended on March 31, 2010, corresponding consolidated figures are
 not available.
 
 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.
 
 Subsidiary Companies
 
 During the year under review, your Company has promoted 3 Subsidiary
 Companies namely Tantia Sanjauliparkings Private Limited, Tantia
 Infrastructure Private Limited and Tantia Raxaultollway Private Limited
 of which first 2 are Wholly Owned Subsidiary (WOS).
 
 In Compliance with General Circular No. 2/2011 dated 8th February,
 2011, issued by the Ministry of Corporate Affairs (MCA), Government of
 India, granting 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), the
 important information of the Annual Accounts of the Subsidiary
 Company(ies) is disclosed in other part of the Annual Report. However,
 Annual Accounts of the Company''s Subsidiary Companies will be available
 for inspection by member/investor with written request with the Company
 Secretary at the Registered Office of the Company and that of concerned
 Subsidiary(ies) and a hard copy of same would be provided to any
 shareholders on request.
 
 Consolidated Financial Statements
 
 In accordance with Accounting Standard 21 read with General Circular
 No. 2/2011 dated 8th February, 2011 of the Ministry of Corporate
 Affairs (MCA), Government of India and Clause 32 of the Listing
 Agreement with Stock Exchange(s), the Audited Financial Statements,
 duly audited by the Statutory Auditors of the Company M/s. Konar
 Mustaphi & Associates, Chartered Accountants, together with the
 Auditors'' Report thereon is Annexed with these accounts and forms
 integral part of the Annual Accounts.  The Financial Statements of each
 of the Subsidiary(ies) has been duly approved by the respective Board
 of Directors of the Subsidiary(ies).
 
 Dividend
 
 The Board of Directors at their Meeting held on 20th May, 2011
 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. 2.50 per Equity Shares of Rs. 10/- each (i.e. 25% of
 paid-up Equity Share Capital) for consideration and approval of the
 Shareholders at the ensuing Annual General Meeting. The distribution
 tax on the both equity dividend and preference dividend is being borne
 by the Company and appropriated accordingly.
 
 Buy-back of Foreign Currency Convertible Bonds (FCCBs)
 
 During the year under review, the Company has opted to Buy- back 5000
 Foreign Currency Convertible Bonds (FCCBs) of US$ 5,000,000 from the
 bondholder in compliance with the guidelines issued be the Reserve Bank
 of India (RBI) from time to time. The Buy-back was completed at
 mutually agreed available discount of 25% on the accredited value of
 Bonds and the same was funded out of Funds from Internal Accruals of
 the Company. Consequently, the Foreign Exchange Loan has reduced to
 that extent from the Company''s balance sheet.
 
 Preferential Allotment of Convertible Warrants
 
 In compliance with the provisions of Section 81 (1A) of the Companies
 Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirements)
 Regulations, 2009 and all other applicable Rules and Regulations, the
 Board of Directors of the Company, during the year under review has
 proposed to issue and allot 24,50,000 Convertible Warrants to the
 Promoters/ Promoter Group Companies on Private Placement/ Preferential
 Basis which was duly approved by the Shareholders'' through Postal
 Ballot process, result of which was declared on March 9, 2011.
 
 The Company has made applications for In-principle Approval for listing
 of aforesaid securities to the Stock Exchange(s), where the Equity
 Shares of the Company are listed, and the same is awaited.
 
 Fixed Deposit
 
 The Company has not accepted any deposits from the public during the
 financial year ended March 31, 2011.
 
 Client Relationship
 
 The Company enjoys excellent business relationship with existing and
 new clients which is resulting in repeat of orders, extension of
 projects of a higher value on regular basis and is preferred above
 other market players. The Company is making its presence felt in the
 different parts of the Country in different Infrastructure Development
 Projects. The Company''s customer base has spread across the country and
 includes reputed domestic corporates as well.
 
 Order Book position as on 31st March, 2011
 
 The total order book position as on 31st March, 2011 was Rs. 28,771,000
 thousands.
 
 Future Outlook
 
 The development of world level Infrastructure remains the key focal
 area in the Union Budget 2011-12, with budgeted spending in
 infrastructure projects is estimated at Rs. 2,14,000 Crore, an hike of
 over 23% from Rs. 1,73,000 Crore during 2010-11, providing 48.5% of the
 plan allocation.
 
 In the light of the pivotal role that the Infrastructure Sector plays
 in enabling future growth, we believe that the government will continue
 to focus on infrastructure development in the country as is witnessed
 in the recent past Budgets. Moreover, in the long run, with the economy
 on a roll (India has annual average 8-9% growth in the last 4-5 years),
 we expect the Infrastructure Sector to attract more funds not only from
 the domestic market, but also from the international market.
 
 Disclosures 
 
 i) Conservation of Energy
 
 Form ''A'' appended to the Companies (Disclosure of Particulars with
 Report of Board of Directors) Rules, 1988 is not applicable to the
 Company as the industry to which your Company belongs to does not fall
 thereunder. However, the Company''s core activity being in the area of
 Civil Construction and not a power-intensive industry, the Company is
 making every effort to conserve the use of power. Scarce natural
 resources like diesel, petrol are consumed efficiently to ensure proper
 energy utilization and conservation. The impact if any, of such
 measures are not identifiable.
 
 ii) Technology Absorption
 
 The Company did not undertake any research and development activity
 2010-11, which needed to be absorbed or adapted.
 
 Directors
 
 During the year under review, in order to broad-base the existing Board
 and bring more experience, the Board of Directors of the Company at
 their meeting held on 16th December, 2010 appointed Sri Uday Sankar Roy
 as an Additional Director of the Company, who is retired Dy.  Managing
 Director of State Bank of India (SBI) and retired Managing Director &
 CEO of SBI Life Insurance Co. Limited and Sri Murare Lal Agarwala was
 also appointed as an Additional Director and thereafter appointed as a
 Whole-time Director, whose terms and conditions of appointment was duly
 approved by the shareholders through Postal Ballot Process, result of
 which was declared on 9th March, 2011.  Both the directors'' terms of
 office expires at the conclusion of the ensuing Annual General Meeting
 and being eligible, offer themselves for re-appointment.
 
 Sri Uma Shankar Agarwal, Sri Parimal Kumar Chattaraj and Sri Shaleen
 Khemani, the Non- Executive Independent Directors, retire by rotation
 and being eligible, offer themselves for re-appointment.
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchange(s), the particulars of Director seeking
 appointment/re-appointment at the ensuing Annual General Meeting is
 annexed to and forms part of the Notice.
 
 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
 
 In terms of provisions of 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 set out
 in the Annexure to 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 ensuing 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.
 
 Auditor''s 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.
 
 Corporate Governance
 
 Corporate Governance refers to the way a Company is governed. It is the
 technique by which Companies are directed and managed. It is the set of
 system, processes, policies and laws affecting the way a Company is
 directed, administered or controlled.
 
 The fundamental objective of Corporate Governance is to enhance
 shareholders'' value and protect the interests of other stakeholders by
 improving the corporate performance and accountability in a transparent
 manner.
 
 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 and Shareholders 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 the Annual Report.
 
 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 31st
 March, 2011, 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) we selected such accounting policies and applied them consistently
 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 31st March, 2011, and of the profit or loss of the Company for
 the year ended on that date;
 
 c) we took 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 accounts for the year ended 31st March, 2011 were prepared on a
 going concern basis.
 
 Acknowledgements
 
 The Directors wish to place on record their sincere appreciation for
 the valuable support received from the Company''s bankers, Central and
 State Government authorities, Clients, consultants, suppliers, Stock
 Exchange(s) and members of the Company and look forward to receive a
 greater measure of the same in the coming years.
 
 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 achieving
 this years'' results.
 
                                       For and on behalf of the Board
 
 
 Registered office:                                      I. P. Tantia
 25-27, Netaji Subhas Road,                                Chairman &
 Kolkata - 700 001                                  Managing Director 
 Date: 20th May, 2011