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Your Directors have pleasure in presenting the 25th Annual Report of your company together with the AuditorsReportfortheyearended31stMarch2019.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2019.
(Rupees in lakhs)
|Year ended 31/3/2019 Standalone||Year ended 31/03/2018 Standalone||Year ended 31/3/2019 Consolidated||Year ended 31/3/2018 Consolidated|
|Income from operations||209.00||195.11||213.00||195.11|
|Profit/(Loss) before epreciation,Interest & tax||151.84||108.06||153.79||107.20|
|Profit/(Loss) before tax||135.09||92.19||137.03||91.33|
|Prior period tax||(-)11.78||7.66||(-)11.78||7.66|
|Provision for tax||25.74||31.59||26.11||31.59|
|Deferred tax||(-) 6.78||(-)0.38||(-) 6.78||(-)0.38|
|Profit/)(Loss) after tax||127.91||53.32||129.48||52.46|
|Other Comprehensive Income (OCT)||55.77||-||55.77||-|
|Total Comprehensive Income||183.68||53.32||185.25||52.46|
2. BUSINESS & PERFORMANCE
During the year under review, the Company has made a standalone profit of Rs.183.68 lakhs for the financial year 2018-2019 as compared to standalone profit of Rs.53.32 lakhs for the financial year 20172018. Your Company has made a consolidated profit of Rs. 185.25 lakhs for the financial year 2018-2019 as compared to consolidated profit of Rs.52.46 Iakhsforthefinancialyear2017-2018.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2019 was Rs.15.162 crore. No additions and alterations to the capital were made during the financial year 2018-19.
In order to conserve resources the Board of Directors have decided not to declare any dividend for the current financial year2018-19.
5. TRANSFER TO GENERAL RESERVES;
Your Company proposes to transfer Rs.1,83,67,928.00 to the General Reserves.
6. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The Company has given loan of Rs.21,39,81,591/-under Section 186 of the Act during the financial year
2018-19.The Company has not given any guarantee nor made any investments during the Financial year 2018-2019
8. CONSOLIDATED FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the Consolidated Financial Statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.
Your Company has six subsidiaries namely M/s.Deverbetta Lands PvtLtd, M/sThali Estates Pvt Ltd,M/s.Kalyanang Developers Pvt Ltd,M/s.Pajjuvasami Developers Pvt Ltd, M/s.Sagarvar Gambhira Developers Pvt Ltd and M/s. Sundervans Infrastructure & Developers Pvt Ltd.
. There are no associate companies. within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company. ,
Performance and financial position of the subsidiary companies is given in Annexure-I.
9 TECHNOLOGY ABSORPTION AND FOREIGN EXCFIANGE EARNINGS AND OUTGO:
Companys business does not require any technology absorption and hence no reporting is required to be furnished under this heading.
:Foreign Exchange in flow and out flow during the year is Nil.
10. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2019.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPs) BOARD COMPOSITION
Mr. S.P.Bharat Jain Tatia(DIN 00800056) Managing Director of our company shall retire by rotation at the : ensuing Annual General Meeting and being eligible offers himself for re-appointment.
In terms of Section 196,197,203 and any other applicable provisions of the Companies Act 2013,
Mr. S. P.Bharat Jain Tatia,(DIN: 00800056) and is now proposed for reappointment as the Managing Director fora period of 5(five) consecutive years upto March 31,2025..As stipulated in terms of the listing agreement
with the stock exchanges, the brief profile of Mr. S.P.Bharat Jain Tatia, is provided in the Notice and the : reportoncorporategovemance,whichfprmsanintegralpartofthisAnnualReport.
NON EXECUTIVE DIRECTOR
Mrs. Chandrakantha Tatia resigned from the Board on 01.02.2019 and Mr. S. Pannalal Jain Tatia was appointed as Additional Director on 12.02.2019 and is now proposed for appointment as Non Executive /PromoterDirectoratthisensuingAGM.
During the Financial Year-2017-2018, directors on the Board- Mr.S.P.Bharat Jain Tatia & Mr.S.Pannalal Jain Tatia, had been disqualified u/s 164(2)(a)for non-filing of Annual Return and Financial Statements of Stallion Brands India Private Limited for a consecutive period of 3 years and the Directors had filed Writ of Mandamus on 26.10.2017 before the High Court, Madras in respect of which a stay order was granted for operation of the above said section and the disqualification has been removed pursuant to court order. INDEPENDENT DIRECTORS
At the 24th Annual General Meeting of the company held on 27th September 2018 the company had appointed the existing independent director Mr,Arun Kumar Bafna (DIN 00900505) as independent director under the companies Act, 2013 to hold office for a second term of 5(five) consecutive years upto March 31,2024,notliabletoretirebyrotation.
Independent Woman Director : At the 23rd Annual General Meeting of the company held on 27th September 2017) the company had appointed the existing woman Independent Director-Mrs. S.Shobha- (DIN 07666001) for a period of 5 years till March 31st 2022.
Both the two Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of listing agreement.
The Key Management Personnel of the company are as under:
Mr. G.Raghavan ,the Company Secretary of the Company resigned on April 26,2019 due to his personal reasons.The Company is in the process of appointing the new Company Secretary. In the interim period Mr.S.P.Bharat Jain Tatia, the Managing Director of the Company is the Compliance Officer from 26th April 2019.
Mrs. Namrata Parekh is the Chief Financial Officer of the Company.
12. BOARD EVALUATION
Pursuant to the provisions ofthe Companies Act,2013 and in terms of Regulation 17(10) of the SEBI ( Listing Regulations), 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 the Audit and the Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
13. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Directors appointment and remuneration including criteria for determining qualifications , positive attributes, independence of a Director and other matters provided under section 178 of the Act are covered under the Boards policy formulated by the Company and is available on the Companys website www.tatia.co.in. The Board has approved the policy on the recommendation of the Nomination & Remuneration Committee.
M/s J.V.Ramanujam &Co., Chartered Accountants, (Firm Registration No.029475),were appointed as the Statutory Auditors of the Company, for a period of five years in the 23rd AGM held on 27th September 2017 and they continue to be the Statutory Auditors of the Company till the conclusion of the 28th Annual general
Meeting to be held in 2022. Due to the amendment of section 139 of the Companies Act, 2013, ratification ; of the Auditors appointment is not required any longer.
15. COMMENT ON STATUTORY AUDITORS REPORT
As regards to the Audit Report, the Company had fulfilled the export obligation and hence had disputed the claim by DGFT. The Company has obtained interim status quo order from Madras High Court.
16. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment ; and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P.S. Srinivasan, Associate ;partner(CP No. 3122) M/s Lakshmmi Subramanian & Associates, Practising Company , Secretaries,to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith asAnnexure VI.
17. COMMENT ON SECRETARIAL AUDITOR REPORT
With reference to the remarks made by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner (CP No.
3122), M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries, in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year.
18. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
According to Section 197(12) of the Companies Act, 2013 read with rule 5(1) &rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,none of the employees fall under the category specified under the said Section and the Rules made there-under.The Disclosures are annexed herewith.
19. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arms length basis. Details given in Annexure - II Form No.-AOC2. As per the requirements of Ind AS, the detail of the same is given in the Notes of accounts.
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.
21. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The ; Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
As per the provisions of the Companies Act, 2013 the company has appointed M/s. KBR & Co, Chartered Accountants, as an Internal Auditors of the company for a term of three years with effect from April 1,2017 to March 31,2020.
The Company proposes to continue their services to ensure proper and adequate systems and procedures commensurate with itssize and nature of its business.
23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance ReportwhichformspartoftheAnnualReport.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.
25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The formation of sexual harassment committee is not applicable to the Company as the employees are below the threshold limits. However the Board from time to time reviews the policy framed in the regard. There are no complaints reported during the financial year 2018-19. The policy is available in the website of the Company at www.tatia.co.in.
26. DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM
The promoters of the Company hold all their shares in demat form.The details of shareholding of the Promoters are given in MGT-9 (Annexure -III ) of the report. Notices in pursuance to circular No. SEBI/LAD/NRO/GN/2018/24 of SEBI and MCA were sent to all the shareholders holding physical shares in regularintervalsby the Registrars and ShareTransfer Agents. : .
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34 of the Listing Regulations (ANNEXURE-IV) are attached and form part of this report.
28. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance (ANNEXURE-V) as required under the Securities Exchange Board of lndia(Listing Obligations and Disclosure Requirements) Regulations,2015(hereinafter Listing Regulations)forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
29. MEETINGS OF THE BOARD
The Board met five times during the financial year, the details of which are given in the Corporate
Governance Report .The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
30 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr.
S.P.Bharat JainTatia, the Managing Director of the Company and forms part of the Annual Report and the website of the Company at www.tatia.co.in.
31. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report and the website of the Company at www.tatia.co.in.
32. CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores, in the Year 2018-19 and therefore Constituting of a CSR Committee and its compliance in accordance with the provisions of Section 135 of the Act, does not arise.
The Company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed on the Companies website:www.tatia.co.in
1 Board Diversity Policy
2. Code of Conduct for Insider Trading
3. Code of Practices and Procedures for fair disclosure of unpublished Price Sensitive Information
4. Declaration of Independent Director U/S 149(6) of the Companies Act 2013.
5. Nomination and Remuneration Policy
6. Performance Evaluation Policy
7. Sucession plan for the Board and Senior Management
8. Criteria of making payments to Non-executive Directors
9. Familiarization programme for Independent Directors
10. Policy for prevention, prohibition and redressal of sexual harassment at workplace
11. Policy on Related party transaction(s)
12. Policy on Preservation of Documents
13. Terms and Conditions of appointment of Independent Directors
14. Risk Management Policy
15. Whistle Blower Policy
34. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Section 134(5) of the Companies Act, 2013, the Directors hereby confirm:
. a. That in the preparation of the Final accounts for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. That they had 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 31,2019 and of the profit or loss of the Company for that period;
c; That they had 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. That they had prepared the Annual Accounts on agoing concern basis;
e. That they had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;
f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE
ACKNOWLEDGEMENT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations other than the following.
The Company had been presumed to be a shell company vide SEBI letter no.
SEBI/HO/ISD/OW/P/2017/18183 dated 7th August, 2017 and SEBI has initiated Forensic Audit of the
Company which is under process.
The Board of Directors would like to thank all employees of the Company and also,.Companys shareholders,
auditors , customers and bankers for their continued support.
On behalf of the Board of Directors For TATIA GLOBAL VENNTURE LIMITED
|S.P.Bharat Jain Tatia||S.Pannalal Jain Tatia|
|Place:Chennai Date; 28.08.2019|