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EQUITY - MARKET SCREENER

Tarmat Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
532869
INE924H01018
47.6558423
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TARMAT
17
95.85
EPS(TTM)
Face Value()
Div & Yield %
4.23
10
0
 

As on: Jan 22, 2022 06:12 PM

Dear Members,

Your Directors are pleased to present the Thirty Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Company’s financial results for the Financial Year 2020-21 is as under:

(` In Lakh)

Particular

Standalone

Consolidated

March31, 2021 March 31, 2020 March31, 2021 March 31, 2020
Revenue from Operations 17,066.42 23,311.86 19,583.17 27,635.29
Other Income 125.95 96.26 132.86 87.75
Total Income 17,192.37 23,408.12 19,716.03 27,723.04
Less: Expenses 16,790.81 22,524.70 19,314.47 26,839.62
Profit / Loss before tax and Extraordinary / exceptional items 401.56 883.42 401.56 883.42
Less: Extraordinary / exceptional items 0.00 0.00 0.00 0.00
Profit before tax 401.56 883.42 401.56 883.42
Less: Current Income Tax 160.73 0.00 160.73
Less: Previous year adjustment of Income Tax (160.73) 0.00 (160.73) 0.00
Less Deferred Tax 52.82 30.32 47.64 35.50
Net Profit after Tax 509.47 692.37 514.65 687.19
Earnings per share (Basic) 3.82 5.19 3.86 5.15
Earnings per Share(Diluted) 3.82 5.19 3.86 5.15

2. Performance of the company

The profit (after tax) during the year ending 31st March 2021 on Standalone basis was Rs. 509.47 lakh against Profit of Rs. 692.37 lakh for the previous year ended 31st March 2020.The company is in the process of securing some projects.

3. Future prospects

The Union Budget 2020-21 provided to support initiatives such as Housing for all and smart cities Mission. The Govt. allocated Rs 13,750 crores to AMRUT and SMART CITIES mission. In March 2021 the Parliament passed a bill to set up the National Bank for Financing Infrastructure and Development. To fund infrastructure projects in India. India is expected to become the world’s third largest construction Market by 2022. India will need investments worth Rs.50 trillion across infrastructure by 2022.Favourable Valuation make the sector attractive opportunity. Only 24% of the national Highway network in India are four Lane, therefore presents an immense scope for improvement. The Regional Connectivity Scheme (RCS) gives opportunity for development of airports. Huge investments in infrastructure has provided Momentum to overall PE/VC investment in India.

Your company is getting itself geared up to execute bigger number of projects. It has got pending order Booking about Rs. 350 crores. during the financial year 2020-21 4. Significant

1) Following are the changes in the Board of Directors:

(a) The Board of Directors of the company in its meeting held on 24.08.2020 have approved the following :

(i) Appointment of Mr. Amit Kumar Goyal as the Non-Executive Director of the Company, which was approved by the Shareholders at the 35th Annual General Meeting of the Company held on 06th November, 2020.

(ii) Appointment of Mr. Jayeshbhai M. Patel as the Non-Executive Director of the Company, which was approved by the Shareholders at the 35th Annual General Meeting of the Company held on 06th November, 2020.

a) Re-Constitution of the Board and Committees of Director due to appointment of Mr. Amit Kumar Goyal and Mr. Jayeshbhai M. Patel on the Board.

5. Performance Evaluation

In accordance with the relevant provisions of the Act read with the corresponding Rules framed thereunder, the SEBI Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 5, 2017, evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a whole and its individual statutory Committees was carried out for the year under review. The manner in which the evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance Report.

6. IMPACT OF COVID-19

The COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs for first half of the FY 2021 of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

Projects restarted as we fall under essential product categories. During the FY 2021, the Company’s head Office was mostly work from home as per guidelines. Since June, 2020, the Company started resuming operations after taking requisite permissions from Government authorities This response has reinforced clients confidence in Tarmat Limited and many of them have expressed their appreciation and gratitude for keeping their businesses running under most challenging conditions. Although there are uncertainties due to the pandemic, the global economy has gained momentum in the first half of 2021. The good balance sheet position, fair profitability and inherent resilience of the business model position the Company well to navigate the challenges ahead and continue growth.

State of company affairs

7. Unclaimed Dividend/ Shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub- section (1) of section 125 of the Act.

Mandatory Transfer of Shares to Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

Company has transferred the entire unpaid and Unclaimed Dividend to Investor Education and Protection Fund which was declared in FY 2008-09, 2009-10 and 2010-2011. As per Regulation 34(3) read with Schedule V of the Listing Regulations.

8. Dividend

The Company has earned decent profits during the year. However, the Company would like to preserve cash for future growth. Hence your Directors have not recommended any dividend for the Financial Year ended March 31, 2021.

9. Reserves

There are no transfers to Reserves during the current financial year.

10. Share Capital

The paid up Equity Share Capital as at March 31, 2021 stood at Rs. 1333.07 lakhs. During the year under review, the Company has not issued any equity shares, convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

11. Directors and Key Managerial Personnel

During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Amit Kumar Goyal (DIN: 05292585) and Mr. Jayeshbhai M. Patel (DIN: 08897467) as Non- Executive Directors with effect from August 24, 2020. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Amit Kumar Goyal and Mr. Jayeshbhai M. Patel Non Executive Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. Your Board recommends their re-appointment(s) as Director(s) for your approval. The brief profile of Mr. Amit Kumar Goyal and Mr. Jayeshbhai M. Patel and the resolution for their reappointment as Director(s) are given in the Notice of the 36th Annual General Meeting (AGM).

12. Material changes and commitments, if any, 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:

There was no material changes occurred between the end of the financial year of the company to which the financial statements relate and date of report.

13. Remuneration of directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of section 197(12) of the Act and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III to this Report.

14. Number of Meetings of the Board of Director

Five (5) Board Meetings were convened and held during the financial year 2020-21. Details of meetings of the Board along with the attendance of the Directors and member of committee therein have been disclosed in the Corporate Governance Report (Annexed herewith).

15. Audit Committee

Audit Committee were comprised of Three Independent Directors and One Non-Executive Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

16. Stakeholders relationship committee

Stakeholders relationship committee were comprised of Three Independent Directors and Two Non-Executive Directors , details of which are provided in the Corporate Governance Report (Annexed herewith).

17. Nomination and Remuneration policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

18. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. Familiarisation programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programmes provided to the Directors of the Company is available on the Company’s websitewww.tarmatlimited.com.

20. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

21. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

22. Auditors

M/s. Mehta Kothari & Associates, Chartered Accountants (FRN 106247W) Chartered Accountants was reappointed for a second term as Statutory Auditors of the Company until the conclusion of the 37th Annual General Meeting of the Company.

During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and therefore no detail are required to be disclosed under Section 134(3)(ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-IV to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.

Replies to point no. (i) to (iv) and (ix)- The management has initiated all necessary actions to regularize, but the COVID - 19 situations have delayed the results.

Replies to point no (v) to (viii) and (x)- On the basis of representation made by company with all valid supporting documents before the Regulatory authorities ,viz. SEBI,BSE and NSE - all have been regularized . The Regulatory authorities have no points against the Company. In Secretarial auditor’s report these are repetition of points which have already been settled with Regulatory Authorities.

24. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2021-22. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

25. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 which forms an integral part of this Report.

26. Vigil Mechanism and Whistle Blower

The Company has established a Vigil Mechanism and Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics.

The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Company and the web-link to the same is www.tarmatlimited.com.

27. Extract of Annual Return

Pursuant to the provisions of sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, an extract of the annual return in Form no. MGT-9 is annexed as Annexure II to this Report and is also available on the website of the Company i.e. www.tarmatlimited.com

28. Public Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

29. Particulars of loans, guarantees or investments under section 186

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given or provided during the year.

30. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

31. Management discussion and analysis report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

32. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),alongwith certificatefrom

Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2020-21.

33. Compliance with Secretarial Standards

Your directors confirm that during the year under review, the Company has been in applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

i. Conservation of energy:-

a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors.

b) The Company has endeavored to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest production technology and equipment.

c) Though the Company is making adequate use of energy resources it is looking forward to setup necessary energy conservation equipments in near future.

ii. Technology Absorption:-

a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

b) The Company’s operations do not require significant import of technology.

iii. Foreign exchange earnings and Outgo:-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is NIL

35. Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company’s operation in future.

37. Acknowledgements

The Management hereby take this opportunity to thank the Shareholders, Regulators and Government Authorities, Financial Institutions, Banks, Customers, Suppliers. The Management also wishes to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the board of directors

Mrs. Regina Manish Sinha

Chairperson

DIN: 08488285

Date: 14th August, 2021

Place: Mumbai