Twamev Constructions & Infrastructure Ltd

<dhhead>BOARD’S REPORT</dhhead>

Dear Members

The Board of Directors of the Company is pleased to present its Board’s report and financial statements for the financial year ended March 31, 2024.

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated Financial Statements for the Financial Year ended March 31, 2024, 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 Company’s financial performance, for the year ended March 31, 2024, is as summarized below:

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 INR 12,900 Lakhs (Previous Year INR 17,237 Lakhs), registering a decrease of 25.16% .The profit before tax excluding exceptional items is INR 2,142 Lakhs for the financial year under review as against INR 6,187 Lakhs for the previous financial year. The Profit after Tax is INR 8,994 Lakhs (Previous Year INR 4,534 Lakhs).

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, 2024.

TRANSFER TO 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, 2024 stands at INR 40,00,00,000 divided into 3,90,00,000 number Equity Shares of INR 1/- each and 10,00,000 10.5% Cumulative Redeemable Preference Shares of INR 10 each. The paid-up Equity Share Capital of your Company as on March 31, 2024 is INR 15,50,00,000 divided into 15,50,00,000 number of Equity Shares of INR 1/- each, fully paid up.

During the year under review, there is no change in the Authorized Share Capital however, the Face Value of the equity shares were reduced from Rs. 10 to Rs. 1 each as per Clause 17.2.b of the Approved Resolution and 13, 61,76, 934 equity shares issued on Preferential Basis in terms of Clause 17.2.c of the Approved Resolution Plan. Hence the Paid up share capital of the company is Rs. 15,50,00,000 divided into 15,50,00,000 equity shares of Rs. 1 each.

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.

FINANCE AND ACCOUNTS

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, 2024 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, 2024.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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, 2024 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 Company’s 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.

RISK MANAGEMENT

Your Company’s a Risk Management Policy, has been detailed in the enclosed Management Discussion & Analysis Report, which forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 Company’s 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 Investor’s 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 Company’s 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.

Your Company has a policy for determining material subsidiaries which is available on the Company’s website at www.tantiagroup.com. 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

Composition of the Board of Directors of your Company fulfills the criteria fixed by Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with fifty per cent of the Directors being Independent Directors. Your Board comprises of 8 (eight) directors out of which 4 (four) are independent directors.

Mr. Ravi Todi, Non- Executive Director and Mr. Shrish Tapuria, Non- Executive Director retires by rotation in accordance with the requirements of Companies Act, 2013 and Articles of Association of the Company. He being eligible offers himself for re-appointment.

Brief resume of Mr. Ravi Todi and Mr. Shrish Tapuria nature of his expertise in specific functional areas, names of companies in which he holds directorships and/or memberships/chairmanships of committees of Board, his shareholdings are furnished in section on Corporate Governance elsewhere in the Annual Report.

DETAILS OF BOARD MEETING

During the year under review the Nine Board Meetings were held during the financial year ended 31st March 2024, 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.

COMMITTEES OF THE BOARD

The Company has formed Audit Committee, Nomination and Remuneration Committee, Stakeholder's Responsibility Committee and Corporate Social Responsibility Committee in the Board Meeting dated 15th September, 2023 as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition and the meeting of the committees are given in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, Key Managerial Personnel (KMP), Senior Management as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Your Company, has 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 Company’s website at www.tantiagroup.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has 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 Company’s website at www.tantiagroup.com.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEMBERS ATTENTION IS INVITED TO THE OBSERVATION MADE BY THE AUDITORS UNDER "EMPHASIS OF MATTERS" APPEARING IN THE AUDITOR’S REPORT

(a) Company made a provision for impairment loss of INR 5424 Lacs account of fair value of investment in Subsidiary , Associates and Joint Venture based on independent impairment study by company.

(b) Other income of INR 7,595 Lakhs (Previous Year INR 7,851 lakhs) includes income of INR 7,468 Lakhs (Previous year INR 6,359 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).

(c) Exceptional Item of INR 1697 includes written off INR 4173 Lakh and liability written back of INR 7563 Lakh from subsidiary and stepdown subsidiary and Joint Venture , and INR 1845 Lakh provision for bad and doubtful debts on account of Debtors , Advance to Vendor and creditors.

(d) Revenue from operation of INR 5305 Lakh includes 2292 Lakh on account of unbilled revenue .

(e) Company Earning Profit Per Share and Diluted Earnings per share is not comparable with previous quarters due to cancellation of Shares and issue of new shares on preferential basis

(f) Company has not accounted for INR 8 Lakh (Jan 24 to Mar 24) as rental income from RMC plant at Guwahati, cumalative income not accounted for INR 32 Lakh (from April 23 to March 24). Hence standalone profit is understated by INR 32 Lakh.

Our opinion is not qualified in respect of the paragraph (a) to (f).

Management Response to the Basis for Qualified Opinion and emphasis on matters in Auditors Report

a-n. As regards to 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, therefore, do not call for any further comments.

DIRECTORS’ RESPONSIBILITY STATEMENT

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, 2024, 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, 2024, 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

All related party transactions that were entered, into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors have any pecuniary relationship or transactions vis-?-vis the Company.

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.

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 February 8, 2024 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, 2024 and to submit Secretarial Audit 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-VI" 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 Company’s website and can be accessed at http://tantiagroup.com

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-Va". 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 Company’s 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 committeed 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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility is not applicable during the year under review.

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.

COMPLIANCE WITH 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 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.

OTHER DISCLOSURES/ 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:

(a) Issue of Equity Shares with differential rights as to Dividend, voting or otherwise

(b) Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

(c) None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Company’s subsidiaries

(d) No fraud has been reported by the Auditors to the Monitoring Committee

CAUTIONARY STATEMENT

Statements in the Directors’ Report and the Management Discussion & Analysis Report describing the Company’s 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 Company’s 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 Company’s success. We look forward to their continued support in future.