Tantia Constr. Director Discussions


Dear Members

The Monitoring Committee of the Company is pleased to present its Boards report and financial statements for the financial year ended March 31, 2023.

FINANCIALANDOPERATIONALPERFORMANCE

The standalone and consolidated Financial Statements for the Financial Year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind- AS reporting have been made under the Notes to Financial Statements. Your Companys financial performance, for the year ended March 31, 2023, is as summarized below:

(Rs in Lakhs)

Particulars

Standalone Consolidated
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Revenue from Operations (Net) and other 17,237.00 16,077.00 10,878.00 10,662.00
Income
Profit/(loss) before interest, Depreciation & Tax 6,768.00 5,860.00 389.00 441.00
(EBITDA) before Exceptional Items
Finance Cost 211.00 196.00 211.00 196.00
Depreciation 370.00 424.00 394.00 449.00
Profit Before Tax (PBT) 6,187.00 5,240.00 (216.00) (204.00)
Exceptional Items - - - -
Provision for Tax 1,653.00 1,408.00 - 1.00
Profit After Tax (PAT) 4,534.00 3,832.00 (241.00) (226.00)
Balance brought forward from previous year - - - -
Other Comprehensive Income (OCI) - - - -
Total Comprehensive Income for the year 4,534.00 3,832.00 (241.00) (226.00)
Profit available for Appropriations 4,534.00 3,832.00 (241.00) (226.00)
Appropriations :
Interim Equity Dividend - - - -
Proposed Final Equity Dividend - - - -
Tax on Equity Dividends - - - -
Previous Year Tax on Equity Dividends - - - -
General Reserve - - - -
Balance carried to the next years account 26,752.00 22,218.00 22,734.00 22,975.00

*Previous year figures have been regrouped/ rearranged wherever considered necessary.

During the year under review, based upon the Standalone Financial Statements, the revenue from operations and other income of your Company, the total income is Rs. 17,237/- Lakhs (Previous Year Rs. 16,077/- Lakhs), registering an increase of 7.22% .The profit before tax excluding exceptional items is Rs. 6,187/- Lakhs for the financial year under review as against Rs. 5,240/- Lakhs for the previous financial year. The Profit after Tax is Rs. 4,534/-Lakhs (Previous Year Rs. 3,832/- Lakhs).

The Company is being run as a Going Concern by the Monitoring Committee wherein the approved Resolution Plan is presently under Implementation and in line with the provisions of IBC.

During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc. have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to the Honble National Company Law Tribunal, Kolkata Bench ("NCLT"), inter alia, praying for speedy transfer of the same. The NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of transfer of shares. In the said regard, the difference of 99,19,032 equity shares between the issued and listed share capital, on account of preferential allotment of Equity Shares to the promoters of the Company, was in the process of being resolved, and necessary steps are also being taken by the Company to regularize the issues faced in the said regard, with all the concerned authorities involved.

A meeting of the Monitoring Committee was held vide an order of the Honble NCLT dated 14th November 2022, wherein decisions were made to resolve the issues being faced in the implementation of the approved resolution plan. The Monitoring Committee has apprised the Honble NCLT of the outcome of the meeting vide an application filed on 28th December 2022. which inter alia included prayers for resolving the anomaly of the Equity shares as stated in para above. The adjudicating authority duly allowed the prayers sought by the MC vide its order dated 1st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.The MC is currently in the process of implementing the Resolution Plan as per the above directions issued by Adjudicating Authority.

A detailed analysis of financial results is given in the "Management Discussion and Analysis Report", which forms an integral part of this Report.

DIVIDEND

There is no recommendation of dividend on equity shares for the Financial Year ended March 31, 2023.

TRANSFERTO RESERVES

The Company has not transferred any amount to the reserves during the year under review.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2023 stands at Rs.40,00,00,000/-divided into 3,90,00,000 number Equity Shares of Rs.10/- each and 10,00,000 10.5% Cumulative Redeemable Preference Shares of Rs.10/- each. The paid-up Equity Share Capital of your Company as on March 31, 2023 is Rs.28,74,20,980/- divided into 2,87,42,098 number of Equity Shares of Rs. 10/- each, fully paid up. During the year under review, there is no change in the Authorized Share Capital and Paid-Up Share Capital of your Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no change in the nature of business of the Company. However, the Adjudicating Authority duly allowed the prayers sought by the MC vide its order dated 1st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.

FINANCEANDACCOUNTS

During the year under review, your Company has not availed any credit facilities. As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2023 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31, 2023.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public falling within the meaning of Section 73 of the Companies Act, 2013 (hereinafter referred to as "the Act").

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review your Company has not made any investment, has not granted any loans, guarantee and/ or has not provided any security in accordance with the provisions stated in Section 186 of the Act. Details of Loans, Guarantees and Investments covered under the provisions of the said section have been disclosed in Note Nos. 5,6,13 and 44 of the notes to the Financial Statements. In addition to the above, it may be pertinent to note that since your Company is engaged in the business of providing infrastructural facilities. The provisions stated in Section 186 of the Companies Act, 2013, except for the provisions stated in Section 186 (1) of the Companies Act, 2013 is not applicable to it.

CONSOLIDATEDFINANCIALSTATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2023 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Companys subsidiaries, associate companies and Joint Ventures, as approved by their respective Board of Directors and Co-Venturers.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced, the motivated work force aided your Company in maintaining its operations.

RISKMANAGEMENT

Your Company had prior to the commencement of the CIR Process, implemented a Risk Management Policy, the effective implementa- tion of which has been detailed in the enclosed Management Discussion & Analysis Report, which forms part of this Report.

INTERNALFINANCIAL CONTROLSYSTEMSAND THEIRADEQUACY

During the year under review, your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions stated in Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism policy named Vigil Mechanism Policy (VMP) to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of your Company at www.tantiagroup.com Investors Corner Policies Vigil Mechanism Policy.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Consolidated Financial Statements of your Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statement of your Companys subsidiaries, associates, joint ventures in the prescribed Form AOC-1 is annexed to the consolidated financial statement and forms part of this Report. The statement also provides the details of performance and financial positions of each of the subsidiaries, associates and joint ventures.

In accordance with Section 136 of the Act, the audited Financial Statements, including the consolidated Financial Statements and related information of your Company and its subsidiaries, are available on the website of your Company, www.tantiagroup.com/Investors Corner/Annual Report.

Your Company had prior to the commencement of CIR Process, implemented a policy for determining material subsidiaries which is available on the Companys website at www.tantiagroup.com/Investors Corner/Policies/Material Subsidiary Policy. In terms of the stated policy, none of the companies met the criteria of being treated as a material subsidiary during the period under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated, May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

During the year under review, as per the terms of the approved Resolution Plan, the Monitoring Committee has been overseeing the implementation of the approved Resolution Plan and the day to day operations of the Company. The Board of your Company continues to consist of two (2) Directors -Sri I.P. Tantia and Sri Rahul Tantia, Promoter Executive Directors of the Company- with their powers suspended, during the year under review. The details of the Companies in which the above stated Directors hold the membership/ chairmanships of Board Committees, as stipulated under SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Section of this Annual Report. During the year under review, no new Directors have been appointed on the Board of your Company. The Key Managerial Personnel of your Company during the Financial Year under review is Ms. Priti Todi-Company Secretary. During the year under review, there has been no change in the Key Managerial Personnel of your Company.

DETAILS OF BOARD MEETING

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notificationdated, May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

During the year under review, as per the terms of the approved Resolution Plan, the Monitoring Committee has been overseeing the implementation of the approved Resolution Plan and the day to day operations of the Company. Hence, no meeting of the Board of D i r e c t o r s or Committee has been held after the approval of the Resolution i.e. February 24, 2020. However, as the power of the Board of Directors of your Company stand suspended and the Monitoring Committee has been overseeing the day to day operations of the Company during the year under review, the Monitoring Committee has been holding meetings with the members of the Monitoring Committee wherein a meeting was held on May 30, 2023 to adopt the Financial Results for the financial year ended March 31, 2023.

COMMITTEES OF THE BOARD

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

Your Company prior to the commencement of CIR Process, had an Audit Committee, a Nomination and Remuneration Committee, a Stakeholders Relationship Company and a Finance Committee with a code of conduct for Principal Executives and senior financial Officers of your company, laid down by the Board and also available on your Companys website : www.tantiagroup.com.

However, as the Board of your Company stands suspended after commencement of CIR Process, no meetings of any of the Committee have been held during the year under review.

ANNUAL EVALUATION OF THE BOARD

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

With the Monitoring Committee overseeing the implementation of the approved resolution plan and the day to day operations of the Company, there stands no requirement for the evaluation of the Board.

NOMINATION AND REMUNERATION POLICY

Your Company, had prior to the commencement of the CIR process, a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel aligning with the requirement of the Act and the Listing Regulations, the particulars of which are stated in the enclosed Corporate Governance Report and are also available on the Companys website at www.tantiagroup.com/ Investors Corner/ Policies.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company, had prior to the commencement of CIR Process, implemented a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc., the details of which are explained in the Corporate Governance Report and are also available on the Companys website at www.tantiagroup.com/ Investors Corner/ Policies.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

In light of the above, your Company has not received any declaration from the Independent Directors during the year under review.

MANAGEMENT OPINION ON THE QUALIFICATIONS/ EMPHASIS OF MATTERS/ NOTES GIVEN BY AUDITORS IN THEIR STANDALONE REPORTS

Members attention is invited to the observation made by the Auditors under "Basis for Qualified Opinion" appearing in the Auditors Reports.

(a) Other income of INR 7851 Lakh (Previous Year INR 6040 lakhs) includes income of INR 6359 Lakh (Previous Year INR 5414 Lakhs) on account of net gain arises on financial assets measured at FVTPL (basis respective prevailing coupon rate) of Preference Shares of Tantia Infrastructure Private Limited (100% Subsidiary). Considering the current financial situation of the subsidiary and non-availability of the fair valuation report, the profit of the company is overstated by INR 6359 Lakhs (Previous Year INR 5414 Lakhs) for the year ended 31st March 2023.

(b) Measurement and recognition of Preference Share of INR 29654 Lakh (At fair value after netting of provision for diminution in value of INR13271/- Lakh) in Tantia Infrastructure (P) Ltd (TIPL), 100% subsidiary at fair value assuming the recovery of the same on due dates which is not in line with current financial situation of the Subsidiary and also no fair valuation has been done by the company.

(c) Company has not accounted for INR 23 Lakh as rental income for RMC Plant at Guwahati. Hence standalone profit is understated by INR 23 Lakh. Our opinion is modified in respect of above matters.

Members attention is invited to the observation made by the Auditors under "Emphasis of Matters" appearing in the Auditors Reports.

(a) There is delay in implementation of the Approved Resolution Plan for the reasons mentioned in Note 57 of the financial statements. Monitoring Committee is currently implementing resolution process as per order passed by Honble NCLT dt 1st May 2023 read with the corrigendum order dated 18th May 2023 and instructions given thereafter in this matter by the Adjudicating Authority, the affairs of the Company are managed by the Monitoring Committee as a going concern basis.

(b) In terms of the Honble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

(c) Trade receivables and Other Financial Assets (Current assets) includes INR 5367 lakhs (Previous Year INR 5701 Lakh) and INR 253 Lakhs (Previous Year INR 707 Lakh) , respectively lying outstanding for more than three years. As receivable mainly from government agencies, subsidiary company or pending under arbitration, the same has been considered good and as such no provision has been made there against by the Management.

(d) Miscellaneous Income under Other Income of INR 1217 Lacs includes INR 1074 Lacs on account liability written back, and INR 1 Lacs on account of profit on sale of fixed assets and INR 142 Lacs on account reimbursement of insurance premium relating to earlier years.

(e) Interest from Others of INR 83 lacs includes INR 76 Lacs on account settlement amount received from WBHIDCO for cancellation of leasehold land rights.

(f) Fixed deposit of INR 1000 Lakh (PY INR 1000 Lakh) given as performance security to "Committee of Creditors" by Resolution Applicant as per the Approved Resolution Plan, treated as amount received by the Company from the Successful Resolution Applicant and the same has been included in "Other banks balances" by creating corresponding liability to them and shown under "Other Current Liabilities". Further, interest income of INR 29 lakhs accrued thereon accounted for under other income and corresponding liability accounted as "other financial liabilities.

(g) INR 350 lakhs (PY INR 350 Lakh) received from Resolution Applicant as per approved resolution for payment to employees and other operational creditors. Pending implementation of Resolution Plan, the same has been deposited with bank as short-term deposit and interest accrued thereon of INR 15 lakhs has been accounted for as interest income.

(h) Sundry Balance of INR 382 Lakhs includes INR 312 Lakhs on account of balance written off for Tantia JV and INR 70 Lacs balance written off on account of receivable from Employee.

(i) Original Title deeds with respect to Land at Domjur held by the Company is not available, however certified true copy of the title deed has been provided to us.

(j) Advance to suppliers includes INR 232 Lakh (PY Rs 232 lakh) to different parties during the period of Corporate Insolvency Resolution Process, is still due to be recovered or adjusted and same has been considered as good.

(k) In terms of the Honble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

(l) The company has regular programme of physical verification of fixed asset by which same is verified in phases over a period of 3 years. During the current financial year, the process of verification was not made hence reconciliation with physical balance could not be made.

(m) Associate Company Tantia Sanjauliparkings Private Limited (TSPL) has been admitted to CIRP process by adjudicating Authority vide order dated 23rd March 2023. No provision for diminution in value of investment made.

(n) Tantia Infrastructure Private Limited (hereinafter referred to as "TIPL"), subsidiary company has in turn made substantial investments in inter-alia in another subsidiary company, Tantia Raxaultollway Private Limited (hereinafter referred to as "TRPL"). TRPL being an SPV entity is currently non-operational and the project is currently under arbitration. Owing to the same status of the operations at the subsidiaries and the stated pending arbitration, advance against material amounting to INR 4475 Lakh (PY INR 4475 Lakh) and Advance against Contract amounting to INR 2031 Lakh (PY INR 2031 lakhs) payable to TRPL by the Company, has been retained. Our opinion is not qualified in respect of the above paragraph (a) to (n).

Management Response to the Basis for Qualified Opinion and emphasis on matters in Auditors Report a-n. As regards to qualified opinion and emphasis of matters expressed by the Auditors in their Report with regards to the Standalone Financial Statement, attention is hereby drawn to the notes of Standalone Financial Statement which are self- explanatory and, there- fore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated May 31st, 2018 read with the Resolution Plan as approved by the NCLT Order dated February 24th, 2020, all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

Pursuant to the provisions of Section 134(3)( c) read with Section 134(5) of the Act, the Monitoring Committee hereby confirms that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there has been no material departure;

(b) they have 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 as at March 31, 2023, and of the profit for the year ended on that date;

(c) they have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis

(e) they have laid down internal financial controls to be followed by the Company have been laid and such internal financial controls are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company, prior to the commencement of the CIR Process, had an internal mechanism for the purpose of identification and monitor- ing of Related Party Transactions which is available on the Companys website, www.tantiagroup.com/ Investors Corner/ Policies/ Related Party Transaction and Materiality Policy.

During the period under review, none of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All the related party transactions are in the ordinary course of business and at arms length. The Monitoring Committee has approved the proposed related party transactions for the financial year 2022-2023 and estimated related party transactions in the Financial year 2023-2024. There are no material related party transactions during the year under the review. Information on Transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of The Companies (Accounts) Rules, 2014 are given in Form AOC-2, annexed herewith as "Annexure IV", which forms part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

The Adjudicating Authority duly allowed the prayers sought by the MC vide its order dated 1st day of May 2023 read with the Corrigendum order dated 18th day of May 2023.

AUDITORS Statutory Auditors

At the 55th Annual General Meeting held on July 26, 2021, M/s. J Jain & Co., Chartered Accountants (Firm Registration No. 310064E), were appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 55th Annual General Meeting till the conclusion of the 60th Annual General Meeting of the Company. The requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been done way by the Companies Amendment Act, 2017 notified by the Ministry of Corporate Affairs vide a notification no. GSR 432(E dated May 7, 2018, and hence the notice of ensuing Annual General Meeting does not carry any resolution pertaining to ratification of appointment of Statutory Auditors. The Auditors Report forms an integral part of this Report.

Cost Auditors

In accordance with the provisions of Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules, 2014, as amended from time to time, M/s. S Chhaparia & Associates (FRN: 101591), Cost Accountants, Kolkata, were appointed as the Cost Auditors of your Company, to conduct the Cost Audit for the financial year ended March 31, 2023 and to submit the Cost Audit Report in Form No. CRA-4.

Secretarial Auditors

In accordance with the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, Members at its meeting held on September 23, 2022 appointed M/s M R & Associates, Practising Company Secretaries, 46 B. B. Ganguly street, Kolkata - 700012, as the Secretarial Auditor of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2023 and to submit SecretarialAudit Report in Form No. MR-3. There are qualifications in the Secretarial Audit report as stated in Annexure II.

CORPORATE GOVERNANCE REPORT

As stipulated in Schedule V of Regulation 34(3) of the Listing Regulations, a separate section on Corporate Governance practices followed by your Company together with a certificate from the Practicing company Secretaries confirming compliance of the said, has been enclosed herewith as "Annexure VIII." and forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is annexed herewith as "Annexure- V" and forms an integral part of this Annual Report.

EXTRACT OF ANNUAL RETURN

As required under the Companies Act, 2013, the Annual Return is put up on the Companys website and can be accessed at http://tantiagroup.com/disclosures/Annual-Return-2022-2023.pdf

PARTICULARS ON REMUNERATION OF EMPLOYEES

Information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto, is annexed to this Report and marked as "Annexure- V a". The statement containing particulars of top ten employees as required under Section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto, is annexed to this Report and marked as "Annexure V b". None of the Employees listed in the said Annexures is a relative of any Director of your Company.

ENVIRONMENT

Your Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the Employees and values every individual and is committed to protect the dignity and respect of every individual. Your Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review, no cases of sexual harassment against women employees were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MICRO, SMALL AND MEDIUM ENTERPRISE DEVELOPMENT ACT, 2006

Your Company being an enterprise engaged in providing or rendering of services with investment in plant and machinery or equipments not exceeding Rs 50 crores and turnover not exceeding Rs. 250 crores registered itself as MSME as per the provisions of Section 3(ii) of the Micro, Small and Medium Enterprise Development Act, 2006 read with notification no. s.o. 1702 ( E ) dated June 1, 2020 and May 5, 2021.

COMPLIANCEWITH SECRETARIAL STANDARDS

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) to the extent possible.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As per the directive of Securities and Exchange Board of India, M/s. M R & Associates, Practising Company Secretaries, (CP No.: 2551), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

A detailed review of operations, performance and future outlook of your Company is given in this report annexed herewith as Annexure VII, under the head "Management Discussion and Analysis Report" (MDA) and forms an integral part of this Report.

DETAILS OF APPLICATION MADE/OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 This is to apprise the members that Honble National Company Law Tribunal, Kolkata bench (hereinafter referred to as the "Honble NCLT"), vide its order dated March 13, 2019 (hereinafter referred to as the "Insolvency Commencement Date"), admitted the application for initiation of Corporate Insolvency Resolution Process (hereinafter referred to as "CIR Process") filed by State Bank of India in respect of Tantia Constructions Limited, in accordance with Section 7 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "the Code"). Pursuant to the Order passed on March 13, 2019, Mr. Kshitiz Chhawchharia was appointed as the Interim Resolution Professional (hereinafter referred to as the "IRP") to manage the affairs of the Company, and was subsequently confirmed as the Resolution Professional (hereinafter referred to as the "RP") by the Committee of Creditors (hereinafter referred to as the "CoC") via e-voting conducted in the first meeting of the CoC, which concluded on April 18, 2019, to carry out the CIR Process for the Company. On February 24, 2020, the Honble NCLT approved the Resolution Plan (hereinafter referred to as the "Approved Resolution Plan") submitted for your Company by the consortium of EDCL Infrastructure Limited (hereinafter referred to as "EDCL Infra") and Upendra Singh Construction Private Limited (hereinafter referred to as "USCPL") (hereinafter EDCL Infra together with USCPL, is referred to as the "Consortium" or the "Successful Resolution Applicants" or the "RA"). In terms of the Approved Resolution Plan, a Monitoring Committee (hereinafter referred to as the "MC") has been constituted comprising of seven members - three (3) representatives from the Financial Creditors (as decided by the CoC), three (3) representatives from the Successful Resolution Applicants and the Erstwhile Resolution Professional, to manage the affairs of the Company as a going concern and supervise the implementation of the Approved Resolution Plan until the transfer of control of your Company to the Successful ResolutionApplicant.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company as there has no one time settlement in case of the Company.

OTHERDISCLOSURES/REPORTING

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review: (g) Issue of Equity Shares with differential rights as to Dividend, voting or otherwise (h) Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme (i) None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Companys subsidiaries (j) No fraud has been reported by the Auditors to the Monitoring Committee

CAUTIONARYSTATEMENT

Statements in the Directors Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations and/or forecasts may be forward-looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

APPRECIATION

We wish to place on record our appreciation for the sincere services rendered by the Employees of your Company at all levels. We also wish to place on record our appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other stakeholders such as shareholders, customers and suppliers, among others. We also commend continuing commitment and dedication of the Employees at all levels, which has been critical for the Companys success. We look forward to their continued support in future.

For and On and behalf of Tantia Constructions Limited

Tarun Chaturvedi

(Member of the MonitoringCommittee)

Kshitiz Chhawchharia

(Member of the Monitoring Committee)

Place: Kolkata

Date: 30.05.2023

Priti Todi

(Company Secretary)