Tantia Constructions Ltd Directors Report.

Your Directors have pleasure in presenting the 54th Annual Report together with the Audited Statement of Accounts of Tantia Constructions Limited ("the Company") for the year ended 31st March, 2019.

Financial Performance

The summarized standalone results of your Company are given in the table below.

PARTICULARS

STANDALONE

2018-2019 2017-2018
Revenue from Operations(Net) and other income 25,221 24,060
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 9,586 2,773
Finance Cost 5,351 6,248
Depreciation 657 672
Profit Before Tax (PBT) (15,594) (3,658)
Provision for Tax 863 (3,589)
Profit After Tax (PAT) (16,457) (69)
Other Comprehensive Income (OCI) - -
Total Comprehensive Income for the Year (16,457) (69)
Profit available for Appropriations - -
Appropriations:
Interim Equity Dividend - -
Proposed Final Equity Dividend (16,457) -
Tax on Equity Dividends - -
Previous Year Tax on Equity Dividends - -
General Reserve 1,415 1,415
Balance carried to the next years account (16,457) (69)

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

DIVIDEND

Your Directors do not recommended any dividend for the year ended 31st March, 2019.

SUMMARY OF OPERATIONS

During the year, net revenue from operations of your Company increased by 5.45%, from 720,551 Lacs to 721,671 Lacs. For FY 2018-2019, your Companys loss after tax stood at 716,457 Lacs vis-a-vis loss after tax of र 69 Lacs in the previous year.

TRANSFER TO RESERVES

Since the Company is having losses, no amount is being transferred to the reserve account.

SHARE CAPITAL

The Authorized Share Capital of your Company as on 31st March, 2019 stands at 740,00,00,000/-divided into 390,00,000 Equity Shares of 710/- each and 10,00,000 10.5% Cumulative Redeemable Preference Shares of 710/- each.. The paid-up Equity Share Capital as on 31st March, 2019 of your Company is र 28,74,20,980/- divided into 28742098 Equity Shares of र 10/- each, fully paid up.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company has not changed its nature of business.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of the financial year (31st March, 2019) and the date of the report.

DEPOSITS

Your Company has not accepted any deposits covered under Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013 during the financial year ended March 31,2019.

INDUSTRY SCENARIO

India is expected to witness strong respectable economic growth in FY20, after it has emerged as the fastest growing major world economy last year despite growing global vulnerabilities. Settled GST implementation, growing investments in infrastructure and continuing positive effects of reforms are expected to sustain GDP growth.

The Indian industry body observed that despite 2018 being filled with external vulnerabilities arising out of rising oil prices, trade wars between major global trading partners and US monetary tightening, India outshined as the worlds fastest growing major economy.

The Indian infrastructure sector is a key driver for the Indian economy, contributing to its overall development. India has a requirement of investment worth Rs 50 trillion in infrastructure by 2022 to achieve sustainable development. The country is witnessing significant interest from international investors in the infrastructure space. In 2018, the Indian infrastructure sector witnessed private equity and venture capital investments worth US$ 1.97 billion. Today, the Government is expected to invest in the infrastructure sector, mainly highways, renewable energy and urban transport. India is poised to become a five trillion dollar economy in the next five years, opening up significant potential for infrastructure development.

OUTLOOK

The NDA government that came to be elected in 2014 focused on infrastructure for improving connectivity by allocating substantial expenditure for the construction and upkeep of roads, highways and smart cities and also by launching schemes such as Saubhagya aiming at 100% electrification of households, housing for all, and building regional airports for enhanced air connectivity. The government also aimed at electrifying 100% of its broad gauge network to reduce dependence on diesel. Moreover, the Indian Railways has identified 38,000 route kilometre (RKM) for electrification by 2021, from 35,488 RKM in April 2019. Also, the Budget for 2019-20 points out to investments averaging Rs 20 lakh cr every year for infrastructure development.

DETAILS OF BOARD MEETINGS

Your Companys Board is not duly constituted and is not in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. The Board of Directors constitutes only two Independent, Non Executive Directors.

Details of Board composition and Board Meetings held during the financial year 2018-19 have been provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, Mr. Rahul Tantia (DIN: 00056898), Director (Operations) of the Company, who retired at the 54th AGM, was reappointed as a Director of the Company. The Board has appointed Mr. Ananda Mohan Maity (DIN: 08176162) and Mrs. Ishita Mukherjee (DIN: 08176161) as an Independent, Non- Executive Director(s) of the Company. Further, Mr. M.L. Agarwala, Director (Projects) and Md. Sarim Arshad, Independent, Non- Executive Director of the Company resigned with effect from 15th September, 2018 and 19 th March, 2019 respectively.

Mr. Ananda Mohan Maity and Mrs. Ishita Mukherjee, Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Sections 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of Independence. Your Board places on records its deep appreciation for their continuous guidance, support and contribution to the Management of the Company in its pursuit to achieve greater height

COMMITTEES OF THE BOARD

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Finance Committee

The composition and terms of reference of the Finance Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return (MGT-9) is Annexed as Annexure A.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act, 2013 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 instance 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 the Company at www.tantiagroup.com Investors Corner Policies Vigil Mechanism Policy

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, your Directors to the best of their knowledge and belief, hereby confirm that :

a. in the preparation of the annual accounts, the applicable accounting standards had been followed;

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 31st March, 2019 and of the profit of the Company for that period;

c. they have taken 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; they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

AUDITORS

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Konar Mustaphi & Associates (Firm Registration No: 314125E), Chartered Accountants, Kolkata, was appointed as the Auditors of the Company for a consecutive period of 5 years from conclusion of the 50th AGM held in the year 2015 till the conclusion of the 54th AGM of the Company scheduled to be held in the year 2019, will retire pursuant to Section 139 (2) of the Companies Act, 2013 from the conclusion of the forthcoming Annual General Meeting.

The Board places its appreciation for valuable service rendered by M/s Konar Mustaphi & Associates, Chartered Accountants during their tenure as the Statutory Auditors of the Company.

The Board on the recommendations of the Audit Committee, subject to the approval of the shareholders at the forthcoming 54th AGM, recommended the appointment of M/s S Guha & Associates, Chartered Accountants (FRN: 308743) as the Statutory Auditors of the Company in place of M/s. Konar Mustaphi & Associates(FRN: 34125E), the retiring Statutory Auditor, to hold office for a period of 5 years from the conclusion of 54th Annual General Meeting till the conclusion of 59th AGM to be held in the Financial year 2024 of the Company. Accordingly a resolution for appointment of M/s S Guha & Associates, Chartered Accountants, as a Statutory Auditors of the Company for a period of 5 consecutive years pursuant to Section 139 of the Companies act, 2013, forms part of the Notice calling 54th Annual General Meeting of the Company.

The Company has received written consent and certificate of eligibility in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force), from M/s S Guha & Associates. Further, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations. Members attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

a. Note 22 to the standalone Ind AS financial statement regarding non payment of short term loan from Vijaya Bank against which the Bank has issued notice under the SARFAESI Act (2002) and has taken symbolic possession of land, belonging to third party, mortgaged with the Bank against the said loan.

b. Note 51 to the standalone Ind AS financial statement in relation to excess payment of 84 lacs as managerial remuneration to the Chairman & Managing Director for the financial year(s) 2012-13 and 2013-14. The Company had sought approval from the concerned authorities, viz Ministry of Corporate Affairs, for waiver in respect of recovery of the aforesaid excess amount from the Chairman and Managing Director, which was rejected by Ministry of Corporate Affairs. The Company have adjusted 24.29 lacs against his old dues till the end of the current financial year and the balance amount of 59.71 lacs is yet to be recovered.

c. Note 49 to the standalone Ind AS financial statement as per which seven projects were terminated, during the last two financial years, out of which the Company has gone into arbitration in respect of two projects and in case of one project where the Company was providing service as EPC Contractor has also been terminated by the client, where the principal i.e. the main contractor has also filed arbitration petition.

d. Note 19a of the standalone Ind AS financial statement where as part of the CIRP creditors of the Company were called upon to submit their claims to the Interim Resolution Professional (IRP) as on 13 March, 2019 and later on to Resolution Professional (RP).Claims submitted by financial and operational creditors are being verified and admitted by the RP In some instances, the amount of claim admitted by the RP is differing from the amount reflected in the books of accounts of the Company. Pending final outcome of the CIRP process no adjustments has been made in the books for the differential amount in the claims admitted. Hence, consequential impact, if any, on the financial results is not currently ascertainable.

Management Response to the emphasis on matters in Auditors Report

A,b,c,d. As regards to emphasis of matter expressed by the Auditors in their Report with regards to Note nos 22, 51,49 and 19(a) of Standalone Financial Statement, attention is hereby drawn that Note nos 22, 51,49 and 19(a) of Standalone Financial Statement are self- explanatory and therefore not call for any further comments.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its construction activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s S Chhaparia & Associates (FRN: 101591) to audit the cost accounts of the Company for the financial year 2018-19 on a remuneration of Rs. 50,000/- per annum plus reimbursement of out of pocket expenditure and applicable taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general

meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s S Chhaparia & Associates, Cost Auditors, is included in the Notice convening the Annual General Meeting.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board at its meeting held on June 5, 2018 appointed M/s. M R & Associates, 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 31,2019 and to submit Secretarial Audit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s. M R & Associates in the prescribed Form No. MR-3 is annexed to this Boards Report and marked as Annexure B.

There is qualification, reservation or adverse remark made by the Secretarial Auditor in his Secretarial Audit Report for the financial year ended March 31,2019.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2019, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. Thus, disclosure in AOC-2 is not required .Tantia Infrastructure Private Limited is Material Unlisted Subsidiary of your Company as defined under Regulation 16(1)(c) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations ].

During the year under review, your Company did not have any Related Party Transaction which required prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors.

Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on quarterly basis. Your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

There has been no materially significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link www.tantiagroup.com/ Investors Corner/Policies/Related Party Transaction and Materiality Policy.

SUBSIDIARIES

During the year under review, your Company is having 2 (two) subsidiaries namely: Tantia Infrastructure Private Limited and Tantia Raxaultollway Private Limited, out of which the first on is wholly-owned subsidiaries of the Tantia Sanjauliparkings is the wholly owned subsidiary as on 01.04.2018 but it became associate of Tantia Constructions Ltd as on 31.03.2019. One of the Subsidiary Company named Tantia Batala-Beas Tollway Private Limited is striked off from The Registrar of Companies, Kolkata via Fast Track Exit Mode. The statement containing salient features of the financial statement of subsidiaries/associate companies/joint venture is enclosed in Annexure C in Form AOC-1. Further, as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website at www.tantiagroup.com/Investors Corner/Annual Report.

Further, a brief about the business of the each of the Subsidiaries and Associates is given hereunder:-

Tantia Infrastructure Private Limited: The Company is engaged in executing various infrastructure projects.

Tantia Sanjauliparkings Private Limited: The Company is a Special Purpose Vehicle (SPV) incorporated specifically to execute the project received from H. P. Infrastructure Development Board, Shimla, for the development of a parking complex at Sanjauli, Shimla, in Public Private Partnership (PPP) format.

Tantia Raxaultollway Private Limited: The Company is a Special Purpose Vehicle (SPV) incorporated specifically to execute the project received from NationalHighways Authority of India (NHAI) for two-laning of Piprakothi-Raxaul Section of NH-28A (from Km 0.600 to Km 62.064) and construction of two-lane road from Km 62.064 to ICP Raxaul (7.33 Km length) in Bihar under NHDP Phase-III on Design, Build, Finance, Operate and Transfer on BOT (Toll) basis. The Company has already started the execution of aforesaid works.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the stock exchanges. The said Policy has been posted on the Companys website at the weblink www.tantiagroup.com/Investors Corner/Policies/ Material Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2018-19 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies and Joint Ventures, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors Report forms part of this Annual Report

NOMINATION AND REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel(KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides for criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee.

Your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of three years. Independent Directors of the Company are appointed to hold their office for a term up to three consecutive years on the Board of your Company. Based on their eligibility for re-appointment, the outcome of their performance evaluation and based on the recommendation by the Nomination and Remuneration Committee, the Independent Directors may be re-appointed by the Board for another term of five consecutive years, subject to approval of the Members of your Company.

The Directors, KMPs and SMPs shall retire as per the applicable provisions of the Companies Act, 2013 and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and insure the quality required to run the Company successfully, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and such remuneration comprises a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Company follows a compensation mix of fixed pay, benefits, allowances, perquisites, performance linked incentives and retirement benefits for its Executive Directors, KMPs, SMPs and other employees. Performance Linked Incentive is determined by overall business performance of your Company. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members of the Company. The Company pays remuneration to Independent Directors byway of sitting fees. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and the limits as approved by the Members of the Company, from time to time.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company. Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually through self-assessment and peer assessment. The details of Board evaluation for the year 2018-19 have been provided in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGE IN DIRECTORS:

During the year under review, Mr. Ananda Mohan Maity and Mrs. Ishita Mukherjee, Independent, Non - Executive Directors of the Company was inducted as an Independent Director of the Company w.e.f. 5th June, 2018.

However, Mr. Murare Lal Agarwala, Wholetime Director of the Company and Md. Sarim Arshad, Independent, Non- Executive Director of the Company resigned from the post of director of the Company w.e.f 15th September, 2018 and 19th March, 2019 respectively

Ms. Rohini Sureka, Chief Financial Officer of the company resigned from the post w.e.f. 2nd November, 2018 and Sri Rahul Tantia was appointed as a Director (Operations) cum Chief Financial Officer in the Company w.e.f. 13 th February, 2019 .

DECLERATION BY INDEPENDENT DIRECTORS

Mr. Ananda Mohan Maity and Mrs. Ishita Mukherjee are the Independent, Non- Executive Directors on the Board of your Company. The Company has received declarations pursuant to Section 149(7) from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013. However, during the period under review Md. Sarim Arsahd, Independent, Non-executive Director of the Company resigned w.e.f. 19th March, 2019.

NON INDEPENDENT DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rahul Tantia, Director (Operations) cum Chief Financial Officer retires by rotation and is eligible for re-appointment.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred Rs. 1,48,055/- (Rupees One Lakh Forty Eight Thousand and Fifty Five only) to the Investor Education and Protection Fund (IEPF) relating to unpaid dividend of the financial year 2010-11.

DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto, is annexed to this Boards Report and marked as Annexure D.

A statement containing the information of top ten employees in terms of remuneration drawn and particulars of every employee of the Company, who was in receipt of remuneration not less than the limits specified under Section 197(12) of the Companies Act, 2013 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

Boards Report and marked as Annexure D.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in Note Nos. 5,6, 13 and 40 of the notes to the Financial Statements.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has partly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

INDIAN ACCOUNTING STANDARDS (IND-AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (IND-AS) applicable to certain class of companies including your Company. In pursuance of this notification, the Company including its subsidiaries, associates and joint ventures have adopted IND-AS with effect from April 1,2017, with a transition date of April 1,2016.

ENHANCING SHAREHOLDER VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing productive assets and resources and nurturing the overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

RISK MANAGEMENT POLICY

A statement indicates the development and implementation of the Risk Management Policy of the Company, identifying the elements of risks, if any, which in the opinion of the Board, may threaten the existence of the Company, forms a part of the annual report.

CORPORATE GOVERNANCE REPORT

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in India, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance, forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

Management Discussion and Analysis comprising an overview of the financial results, operations/performance and future prospects of the Company forms an integral part of this Report.

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

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016, (Code) the corporate insolvency process (CIRP) of Tantia Constructions Limited was initiated by the financial creditors of the Company. The Kolkata bench of National Company Law Tribunal (NCLT) has admitted petition application filed by the financial companies and CIRP was initiated on 13th march, 2019 against the Company. Mr.Kshitiz Chhawchharia was appointed as Interim Resolution Professional to the manage the affairs of the Company. Subsequently Mr.Chhawchharia was confirmed as the Resolution Professional (RP) by the committee of creditors (COC). On appointment of the RP under the Code, the powers of the Board of Directors of the Company were suspended.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations 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.

For Tantia Constructions Limited
I. P. Tantia
Date: 14.08.2019 Chairman & Managing Director
Place: Kolkata DIN:00057004