TARC Ltd
Directors Reports
DEAR MEMBERS,
Your Directors are pleased to present their 7th Annual
Report along with the audited financial statements of the TARC Limited ('the
Company') for the financial year ended March 31,2023.
FINANCIAL HIGHLIGHTS
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total income |
37,466.39 |
30,068.48 |
31,942.61 |
46,185.05 |
Total expenses |
33,351.64 |
53,001.01 |
30,758.57 |
59,344.28 |
Profit/(loss) before tax |
4,114.75 |
(22,932.53) |
1,184.04 |
(13,159.23) |
Tax expense |
2,077.34 |
342.29 |
(253.22) |
1,495.99 |
Profit/(loss) after tax |
2,037.41 |
(23,274.82) |
1,437.26 |
(14,655.23) |
Other comprehensive income |
(45.29) |
23.12 |
(26.71) |
4.65 |
Total comprehensive income/(loss) for the year |
1,990.78 |
(23,252.80) |
1,410.54 |
(14,650.58) |
FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY'S AFFAIRS
Your Company has generated on a Standalone basis, the total revenue of
D31,942.61 Lakhs for the Financial Year ended March 31,2023 as against D46,185.05 Lakhs
for the Financial Year ended March 31,2022. Your Company has earned profit after tax of
D1,437.26 Lakhs for the Financial Year ended March 31, 2023 as against net loss of
D14,655.23 Lakhs for the Financial Year ended March 31,2022.
On a Consolidated basis, the total revenue for the Financial Year ended
March 31, 2023 was D37466.39 Lakhs as against D30,068.48 Lakhs for the Financial Year
ended March 31,2022. Your Company has earned profit after tax of D2037.41 Lakhs for the
Financial Year ended March 31,2023 as against net loss of D23,274.82 Lakhs for the
Financial Year ended March 31,2022.
FUTURE PROSPECT AND OUTLOOK OF THE COMPANY
The real estate sector is displaying tremendous opportunity and
dynamism. The luxury housing market has seen an upward growth trend with exclusive designs
and top-notch amenities. TARC has expanded its presence in high-end luxury residential
development to create and curate future ready living spaces.
During the period under review the Company has launched luxury
residential project "TARC Tripundra" on the main Bijwasan Road, New Delhi,
providing seamless connectivity to the Indira Gandhi International Airport, Vasant Vihar
and Gurugram. The Project has achieved remarkable success with approximately 65% of sales
completed. This outstanding response reflects the strong demand and appeal of our projects
in the market, instilling confidence in the potential of our upcoming ventures.
Looking ahead, the Company has an exciting pipeline of projects that
hold significant promise for the Company. "TARC Patel Road Residences"
strategically positioned in Delhi's Central West, having over approx 1.7 million sq.
ft. saleable areas. Additionally, "TARC 63-A Residences" located in Sector 63A,
Gurugram, having approx 1.4 million sq. ft. salable area. These new developments, combined
with the ongoing success of TARC Tripundra Residences, are expected to contribute
substantially Company's toplines and overall growth.
Our financial outlook remains equally robust, with projected sales
values indicating positive and upward sales trends. Our estimates are further bolstered by
the exceptional sales numbers and collections achieved.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year under review.
DIVIDEND
Considering the future needs of the Company for expansion and growth
and to strengthen the financial position of the Company, the Board of Directors of your
Company have not recommended or declared any dividend for the year under review.
The Board has laid down a Dividend Distribution Policy in compliance
with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and the same
is available on the Company's website and can be accessed through the link
https://www.tarc.in/ files/ugd/ b8c00e f0c7fffe8ccd43e898f3069511b4fc11.pdf.
SHARE CAPITAL
The Authorised Share Capital of your Company is D85,00,00,000/-
comprising of 42,50,00,000 equity shares of D2/- each and the paid-up equity share capital
of the Company is D59,01,92,670/- comprising 29,50,96,335 equity shares of D2/- each fully
paid-up. There is no change in the authorised share capital and paid-up equity share
capital of your Company during the year under review.
During the year under review, the Company has neither issued any
convertible securities / shares with differential rights (as to dividend, voting or
otherwise) / sweat equity shares / warrants nor has granted any stock options.
DEBENTURES
After getting shareholders' approval in the Extra-ordinary General
Meeting of the Company held on April 02, 2022 for issue of listed, unlisted,
secured/unsecured, redeemable, non-convertible debentures on private placement basis, the
Company had allotted, following non-convertible debentures to India Opportunities Fund SSA
Scheme 1 (acting through Investment Manager Bain Capital Advisors (India) Private
Limited), on April 29, 2022:
Description |
6.0% TARC Limited Senior, Secured, Redeemable, Rated, Listed
Non-Convertible Debentures 2027 |
6.0% TARC Limited Senior, Secured, Redeemable, Rated,
unlisted Non-Convertible Debentures |
Quantity |
1 1300 Debenture |
2000 Debenture |
Issue Price |
D10,00,000 per Debenture |
D10,00,000 per Debenture |
Coupon Rate |
6.0% |
6.0% |
Maturity date |
April 29, 2027 |
December 31, 2023 |
Amount Raised |
D1130 crores |
D200 crores |
Listed / Unlisted |
Listed on BSE Debt Segment |
Unlisted |
The funds raised through above allotments, were utilized towards the
specific purpose(s) for which such funds were raised.
After the closure of financial year under review, your Company had
redeemed 569 number of 6.0% TARC Limited Senior, Secured, redeemable, rated, unlisted
non-convertible debentures.
TRANSFER TO RESERVES
The Company has not transferred any amount to general reserves during
the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer
any amount or share to the Investor Education and Protection Fund established by the
Central Government.
DEPOSITS
During the year under review, your Company has neither invited nor
accepted/renewed any deposits within the meaning of Section 73 of the Companies 2013 ('the
Act') and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount
on account of principal or interest on deposits from public was outstanding as on the
March 31, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure A to this Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Act read
with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of the
employees of the Company is annexed as Annexure B to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129(3) of the Act and the SEBI
Listing Regulations, the Consolidated Financial Statements of your Company were prepared
in accordance with the applicable Ind AS and forms part of the Annual Report.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
As on March 31, 2023, your Company had 60 Subsidiaries (including
direct, Step-down Subsidiaries and LLPs) and 1 Associate Company. During the year under
review, no company has become or ceased to be Subsidiary, Joint Venture and Associate of
your Company.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of Subsidiaries and Associates of
the Company in the prescribed format Form AOC - 1 forms part of the Annual Report. Please
refer Note 48 of the consolidated financial statements for the financial year ended March
31, 2023 for the details of performance and contribution of the subsidiaries and
Associates to the overall performance of your Company. In accordance with Section 136 of
the Act the financial statements of all the subsidiaries are available on the
Company's website and can be accessed through the link
https://www.tarc.in/audited-financial.
MATERIAL SUBSIDIARY
In terms of the provisions of the SEBI Listing Regulations, your
Company has a policy for determining 'Material Subsidiary' and the said policy is
available on the Company's website and can be accessed through the link
https://www.tarc.in/ files/ ugd/b8c00e 1f0ef8f80fc7401395ec59c73a17ea51.pdf. During the
year under review, your Company had two material unlisted subsidiary companies namely,
TARC Projects Limited and Elevator Promoters Limited.
LISTING AT STOCK EXCHANGES
The equity shares of your Company are listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE). The Non-convertible Debentures of your
Company are listed on BSE Debt segment.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, as required under
Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the
Annual Report
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as required in terms of SEBI Listing
Regulations forms part of the Annual Report. A certificate from Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance as stipulated
under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C, D
and E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate
Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(5) of the Act, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31,2023 and
the profit and loss of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) 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; and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors
that they fulfil the conditions of independence prescribed under Section 149(6) of the Act
as well as SEBI Listing Regulations. Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties as an Independent
Directors. They have got themselves registered in the data bank for Independent Directors
being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of
Corporate Affairs, Government of India and their names are included in the data bank
maintained by IICA. The Board after assessing their disclosures confirms that all
Independent Directors fulfil the conditions of independence specified in the Act and SEBI
Listing Regulations and are independent of the management of the Company. The Board is
satisfied of the integrity, expertise and experience (including proficiency) of the all
the Independent Directors of the Company.
CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP / COMMITTEE POSITIONS
Based on the disclosures received from Directors, none of the Directors
on the Board holds directorships in more than ten public companies includingseven listed
companies and none of the Independent Directors served as an Independent Director in more
than seven listed entities as on March 31, 2023. Further, no Whole-time Director served as
an Independent Director in any other listed company. Necessary disclosures regarding
Committee positions in other public companies as on March 31,2023 have been made by the
Directors and have been reported in the Corporate Governance Report and forms part of the
Annual Report.
BOARD MEETINGS
During the financial year 2022-23, six board meetings were held on
April 10, 2022, April 29, 2022, May 30, 2022, August 10, 2022, November 12, 2022 and
February 13, 2023. The meeting details are provided in the Corporate Governance Report
which forms part of the Annual Report. The maximum interval between any two meetings did
not exceed 120 days, as prescribed by the Companies Act, 2013. Details of attendance of
directors are mentioned in Corporate Governance Report.
AUDIT COMMITTEE
As on March 31, 2023, the Audit Committee comprises of 4 Directors
including 3 Independent Directors. Mr. Ambarish Chatterjee, Independent Director is the
Chairman of the Committee and Mr. Amar Sarin, Ms. Bindu Acharya and Mr. Jyoti Ghosh are
the members of the Committee. All the recommendations by the Audit Committee were accepted
by the Board. Other details, are provided in the Corporate Governance Report which forms
part of the Annual Report.
AUDITORS AND THEIR REPORTS Statutory Auditors
At the 5th Annual General Meeting (AGM) of the Company held
on December 21,2021, M/s Doogar & Associates, Chartered Accountants (Firm Registration
No. 000561 N) were appointed as Statutory Auditors of the Company for a period of five
years commencing from the financial year 2021-22 until the financial year 2025-26.
The Auditors' Report does not contain any qualification. The notes
to the financial statements referred to in the Auditors' Report are self-explanatory
and do not call for any further explanations or comments.
Secretarial Auditor
M/s P.K. Mishra & Associates, Practicing Company Secretaries were
appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the
financial year 2022-23. The Secretarial Audit Report is annexed as Annexure C to this
Report. The Report is self-explanatory and does not contain
any qualification, reservation or adverse remarks except the
observation of delayed submission of some ROC forms with additional fees and imposition of
penalty by SEBI in respect of inadequate disclosure under regulation 30 of SEBI Listing
Regulations. In this regard it is submitted that the Company has paid the aforesaid
penalty and will take due care in future for timely filing of ROC form/disclosure and made
emphasis to strengthen the governance procedures to ensure timely compliance.
TARC Projects Limited and Elevator Promoters Limited, material
subsidiaries of the Company, has also undergone Secretarial Audit under Regulation 24A of
the SEBI Listing Regulations. Accordingly, the Secretarial Audit Report of TARC Projects
Limited and Elevator Promoters Limited for the financial year ended March 31, 2023 issued
by Practicing Company Secretaries are annexed as Annexure D & E respectively to this
Report.
Cost Auditor
The Company has maintained cost records as specified by the Central
Government under Section 148(1) of the Act. The Cost Audit Report for the financial year
2022-23 submitted by the Cost Auditor, M/s Kanhaiya Singh and Associates does not contain
any qualifications, reservations, adverse remarks or disclaimers.
The Board had re-appointed M/s Kanhaiya Singh and Associates, Cost
Accountants as Cost Auditor of the Company for the financial year 2023-24.
As per provisions of Section 148(3) of the Act the remuneration payable
to Cost Auditors is required to be approved/ ratified by the members in a general meeting.
Accordingly, a resolution seeking shareholders' ratification for the remuneration
payable to M/s Kanhaiya Singh and Associates, Cost Accounta nts for the financial year
2023-24 is included in the notice convening the AGM.
REPORTING OF FRAUDS
During the year under review, none of the Auditors of the Company have
reported any fraud as specified under Section 143(12) of the Act.
SECRETARIAL STANDARDS
The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute
of Company Secretaries of I ndia relating to meetings of the Board of Directors and
General Meetings, respectively have been duly complied by the Company.
CREDIT RATING
The credit rating agency, Acuite Ratings & Research Limited on
November 29, 2022 has downgraded its rating on Non-Convertible Debentures from 'ACUITE
BBB- / Stable' to 'ACUITE BB+ / Negative'. However, after the closure of year
under review on April 13, 2023, Acuite Ratings & Research Limited has revised its
outlook from 'Negative' to 'Stable'.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31,2023, the Board comprises of 7 Directors (2 Executive
and 5 Non-Executive Directors) including 2 Woman Directors. Independent Directors
constitute more than 50% of the Board's strength. During the year under review
following changes took place in the composition of Board of Directors of the Company:
Mr. Jyoti Ghosh (DIN: 08217481) and Ms. Bindu Acharya (DIN:
07223003) were appointed as Additional Director in the category of Independent Directors
of the Company by the Board, based on the recommendation of Nomination and Remuneration
Committee for a term of 5 consecutive years commencing from February 13, 2023 subject to
approval of members of the Company. The members approved the aforesaid appointments of Mr.
Jyoti Ghosh and Ms. Bindu Acharya on March 28, 2023 vide Postal Ballot.
Ms. Sushmaa Chhabra (DIN: 01727941), an Independent Director
resigned from the directorship of the Company due to other pressing professional
commitments and personal reasons with effect from the close of business hours on February
13, 2023.
Mr. Anil Sarin (DIN: 00016152), who was liable to retire by
rotation was re-appointed by the members vide ordinary resolution at the AGM held on
September 30, 2022.
Pursuant to the provisions of Section 152 of the Act read with Articles
of Association of the Company, Ms. Muskaan Sarin (DIN: 01871 183) is liable to retire by
rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.
The resolution seeking Members approval for her re-appointment forms part of the AGM
Notice. The Board of Directors of your Company has recommended her re-appointment based on
the recommendation of Nomination and Remuneration Committee. A brief resume of Ms. Muskaan
Sarin along with other details as stipulated under Regulation 36(3) of the SEBI Listing
Regulations read with the Secretarial Standards on General Meetings, is provided in the
Notice convening the AGM.
Details of Unsecured loan provided by Directors of the Company are
mentioned in Note no. 34 of the Standalone Financial Statements.
Mrs. Aarti Arora resigned from the post of Chief Financial Officer with
effect from the close of business hours of August 10, 2022 and Mr. Nitin Kumar Goel was
appointed as Chief Financial Officer of the Company w.e.f. August 1 1,2022.
Pursuant to the provisions of Section 203 of the Act, Mr. Amar Sarin
(Managing Director & CEO), Ms. Muskaan Sarin (Whole Time Director), Mr. Nitin Kumar
Goel (Chief Financial Officer) and Mr. Amit Narayan (Company Secretary & Compliance
Officer) are the Key Managerial Personnel of the Company as on March 31,2023.
DISCLOSURE ABOUT RECEIPT OF COMMISSION
In terms of Section 197(14) of the Act and rules made there under,
during the year under review, none of the directors of the Company has received any
commission from the Company or any of its subsidiary Company, thus the said provision is
not applicable to your Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company believes that business sustainability is closely connected
to the sustainable development of the communities that the business is a part of the
environment in which the business operates. The Board has formulated a CSR Policy of the
Company and the said policy is available on the Company's website and can be accessed
through the link https://www.tarc.in/ files/ugd/b8c00e
d9c843debb3841aab25ad310f3445874.pdf. A Corporate Social Responsibility (CSR) Committee
has been constituted in accordance with Section 135 of the Act.
During the year under review, your Company was not required to spent
any amount under CSR and accordingly doesn't undertake any CSR activity. The details
as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended, are given in Annual Report on CSR Activities annexed as Annexure F to this
Report.
ANNUALRETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return of the Company for the year ending March 31,2023 is available on the
Company's website and can be accessed through the link https://www.tarc.in/
annual-return.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required in
terms of SEBI Listing Regulations is annexed as Annexure G to this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS
Particulars of loans, guarantees and investments covered under the
provisions of section 186 are disclosed in the notes to the Standalone Financial
Statement.
PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the year were
in the ordinary course of business and at arm's length basis. There were no material
related party transactions during the year. Accordingly, the disclosure of related party
transactions as required under Section 134(3)
(h) of the Act in Form AOC-2 is not applicable to the Company for FY
2022-23 and hence, does not form part of this report.
Details of related parties and transactions entered into with/ by them
etc. have been disclosed in Note no. 34 and 35 of the Standalone and Consolidated
Financial Statements, respectively.
Prior approval of the Audit Committee was sought for entering into
related party transactions. A statement of transactions with related parties in the
ordinary course of business and arm's length basis is periodically placed before the
Audit Committee for its review. Omnibus approval was obtained for transactions which were
repetitive in nature. Transactions entered into pursuant to omnibus approval were placed
before the Audit Committee for its review during the year. The related party transactions
policy was adopted by the Company is available on the Company's website and can be
accessed through the link https://www.tarc.in/ files/ugd/b8 c00e
1da55213bad74f358f9d0990f49fc908.pdf.
PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR ENTITY BELONGING TO
PROMOTER / PROMOTER GROUP HOLDING 10% OR MORE SHAREHOLDING
Mr. Anil Sarin and Mr. Amar Sarin, Promoters of the Company, hold more
than 10% or more shares in the Company. The details of transactions of the Company with
them during the year under review have been disclosed in Note no. 34 of the Standalone
Financial Statement.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy was devised in accordance with
Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration
Policy of the Company is aimed at inculcating a performance-driven culture. The said
policy, inter alia, includes criteria for determining qualifications, positive attributes
and independence of directors and policy relating to the remuneration for the Directors,
Key managerial personal and other employees of the Company. Through its comprehensive
compensation programme, the Company endeavours to attract, retain, develop and motivate a
high-performance workforce. The said policy is available on the Company's website and
can be accessed through the link https://www.tarc.in/ files/ugd/ b8c00e
b2dd4d1c380240c6ad16176b657307fc.pdf.
ANNUAL EVALUATION OF BOARD PERFORMANCE, PERFORMANCE OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of your Company on the recommendation of Nomination and
Remuneration Committee had laid down the criteria for evaluation of performance of the
Board, its Committees, Chairperson and individual Directors including Independent
Director. Accordingly, annual performance evaluation process was carried out based on
evaluation forms, which include a rating mechanism. Independent Directors in a separate
meeting also reviewed the performance of
the Board as a whole, Non-Independent Directors and the Chairman,
taking into account the views of the Executive Directors and Non-Executive Directors. The
Independent Directors in the said meeting also evaluated the quality, quantity and
timeliness of the flow of information between the Management and the Board, that is
necessary for the Board to effectively and reasonably perform their duties.
The Board carried out annual performance evaluation of its own
performance on the basis of evaluation forms received from all the Directors. The
performance of each Board Committee was evaluated by the Board, based on evaluation forms
received from the respective Committee members. Further, performance of every Director was
evaluated by Nomination & Remuneration Committee as well as the Board on the basis of
evaluation forms received from all the Directors except the Director being evaluated.
Based on the evaluation forms received, the performance of the Board, its Committees and
individual Directors was evaluated by the Board and the Board expressed satisfaction over
their performances.
INTERNAL FINANCIAL CONTROL
The Company has a robust and well embedded system of internal control,
which ensures that all the assets of the Company are safeguarded and protected against any
loss from unauthorized use or disposition and all the transactions are authorised,
recorded and reported correctly. Internal audit and management reviews provides assurance
on the effectiveness of internal financial controls, which are continuously monitored
through management reviews, self-assessment, functional experts as well as by the
Statutory/ Internal Auditors during the course of their audits.
Your Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations and such internal
financial controls with reference to the Financial Statements are adequate. Your Company
has implemented robust process to ensure that all internal financial controls are
effectively working.
The internal control systems and their adequacy is included in the
Management Discussion and Analysis, which forms part of the Annual Report. The Statutory
Auditors Report also includes their reporting on internal financial controls over
Financial Reporting.
RISK MANAGEMENT
Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company
has constituted a Risk Management Committee, the details of which are given in Corporate
Governance Report. The Company has also put in place a Risk Management Policy for
identification, assessment, monitoring and mitigation of various risks. The said policy is
available on the Company's website and can be accessed through the link
https://www.tarc.in/ files/ugd/b8c00e ae9df2b3ba8b4db592df032f46236e3d.pdf.
The Audit Committee has additional oversight in the area of financial
risks and controls. The major business and process risks are identified from time to time
by the businesses and functional heads. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
In the opinion of the Board, there are no risks which may threaten the existence of the
Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting financial
position of the Company between end of the financial year and the date of the report.
RECLASSIFICATION OF THE VARIOUS PERSONS FROM 'PROMOTER AND PROMOTER
GROUP CATEGORY' TO 'PUBLIC CATEGORY'
BSE Limited and National Stock Exchange of India Limited vide their
approval letters dated January 19, 2023 approved the re-classification of following
persons from 'Promoter and Promoter Group Category' to 'Public Category' under
Regulations 31A of the SEBI Listing Regulations:
(a) Ashok Sarin (HUF) |
(b) Raghunath Rai Gandhi |
(c ) Chanda Sachdev |
(d) Heera Lal Bhasin |
(e) Arvinda Gandhi |
(f) Amit Sarin |
(g) Aman Sarin |
(h) Ashim Sarin |
(i) Roma Sarin |
(j) Pankaj Nakra |
(k) Nutan Nakra |
(l) Dhruv Bhasin |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, no significant and material order was
passed by the regulators or courts or tribunals which would impact the going concern
status of your Company and its operations in future.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the period under review, two petitions have been filed by the
same group, in respect of claim of disputed outstanding bills, aggregating to D2.67
crores. However, the Company has settled the above claims.
ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
The Company has not entered into any one-time settlement with Banks or
Financial Institutions; therefore, there was no reportable instance of difference in
amount of the valuation.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower Policy in line with the
provisions of the Act and SEBI Listing Regulations, which provides a formal mechanism for
the Directors and Employees of the Company to report to the relevant authorities within
the Company any unethical behaviour, actual or suspected fraud, violation of the
applicable laws, Codes / Policies of the Company or leak or suspected leak of confidential
/ proprietary information etc. and to ensure that they are protected against any adverse
action and/ or discrimination as a result of such reporting. During the year under review,
the Company had not received any complaint under Whistle Blower Policy and no complaint
was pending as on March 31,2023. None of the person has been denied access to the
Chairperson of the Audit Committee. The said policy is available on the Company's
website and can be accessed through the link https://www.tarc.in/ files/ugd/ b8c00e
d09fca1b38424a44bf5c8bd670de81d2.pdf.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE
Your Company has a policy for 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 ('POSH') and the rules
framed thereunder with the objective of providing a safe working environment to all the
team members, free from discrimination on any ground and from harassment at workplace
including sexual harassment.
All employees including of subsidiaries (regular, temporary, ad - hoc,
contractual, probationers and trainees) are covered under this policy. The policy is
gender neutral.
An internal Complaints Committee has been set-up to redress complaints
received regarding sexual harassment at various workplaces in accordance with POSH. The
Committee constituted in compliance with POSH ensures a free and fair enquiry process with
in time limit prescribed in the policy for resolution. During the year under review, the
Company had not received any complaint on sexual harassment and no complaint was pending
as on March 31,2023.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the
co-operation and continued support received from customers, shareholders, Debenture
holders, vendors, investors, bankers, financial institutions, Debenture trustees, Central
and State Government authorities, other business associates and society as large.
Your Directors also place on record their appreciation for the
contribution made by every member of TARC family for their commitment, hard work and
support.
For and on behalf of the Board of Directors |
|
September 1, 2023 |
Anil Sarin |
New Delhi |
Chairman |
|
DIN: 00016152 |
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