Your Directors are pleased to present their 9th Annual Report along with the
audited financial statements of the TARC Limited ('the Company') for the financial year
ended March 31,2025 ('year under review').
FINANCIAL HIGHLIGHTS
Your Company's performance during the financial year ended March 31,2025 as compared to
the previous financial year is summarized below:
(C in Lakhs)
Particulars |
Consolidated |
Standalone |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total income |
3,888.74 |
12,140.79 |
10,796.23 |
17,717.69 |
Total expenses |
28,207.93 |
20,742.08 |
20,842.85 |
16,031.54 |
Profit/(loss) before tax |
(24,319.19) |
(8,601.29) |
(10,046.62) |
1,686.15 |
Tax expense |
(1,190.35) |
(896.80) |
491.02 |
320.85 |
Profit/(loss) after tax |
(23,128.84) |
(7,704.49) |
(10,537.64) |
1,365.30 |
Other comprehensive income/(loss) |
(40.03) |
(2.76) |
22.24 |
(2.57) |
Total comprehensive income/(loss) for the year |
(23,168.87) |
(7,707.25) |
(10,515.40) |
1,362.73 |
FINANCIAL REVIEW AND ANALYSIS /STATE OF COMPANY'S AFFAIRS
Your Company has generated on a Standalone basis, the total revenue of H 10,796.23
Lakhs for the Financial Year ended March 31,2025 as against H 17,717.69 Lakhs for the
Financial Year ended March 31,2024. Your Company has incurred loss after tax of H
10,537.64 Lakhs for the Financial Year ended March 31,2025 as against profit after tax of
H 1,365.30 Lakhs for the Financial Year ended March 31,2024.
On a Consolidated basis, the total revenue for the Financial Year ended March 31, 2025
was H 3,888.74 Lakhs as against H 12,140.79 Lakhs for the Financial Year ended March 31,
2024. Your Company has incurred loss after tax of H 23,128.84 Lakhs for the Financial Year
ended March 31,2025 as against loss after tax of H 7,704.49 Lakhs for the Financial Year
ended March 31,2024.
FUTURE PROSPECT AND OUTLOOK OF THE COMPANY
TARC Limited's focused presence in Delhi and Gurugram offers the Company a significant
advantage in achieving operational and financial economies of scale. By concentrating its
efforts in these high-growth urban markets, both recognised as luxury real estate hubs.
TARC strategically enhances operational efficiency, reduces overheads, and drives rapid
brand visibility. With ownership of over 500 acres of fully paid-up land in key
micro-markets, the company ensures cost-effective development and improved margin
outcomes. Its deeply embedded regional focus—bolstered by in-depth market knowledge
and precision-targeted offerings—empowers TARC to adapt quickly to shifting customer
demands while consistently delivering excellence in project execution.
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 business development opportunities in the real estate sector and
current market scenario for creating long-term economic value 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/tarc pdf/ cg-6.pdf.
SHARE CAPITAL
The Authorised Share Capital of your Company is H 85,00,00,000/- comprising of
42,50,00,000 equity shares of H 2/- each and the paid-up equity share capital of the
Company is H 59,01,92,670/- comprising 29,50,96,335 equity shares of H 2/- 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
During the year under review, the Company has made the voluntary pre-mature partial
redemption of its existing 11300 number of listed (Series A1) and 1910 number of unlisted
(Series C) non-convertible debentures of H 10,00,000 each by way of face value reduction
on September 30, 2024. Consequent to the said redemption, the Company has H 678,95,93,357
amount of listed and H 94,11,90,812 amount of unlisted non-convertible debentures
outstanding as on March 31, 2025.
However, after the year under review on April 7, 2025, the Company has made the
allotment of 40,900 (Forty Thousand Nine Hundred) listed non-convertible debentures of
face value of H 1,00,000 (Rupees One Lakh) each aggregating to H 409,00,00,000 (Rupees
Four Hundred Nine Crore) on private placement basis to India Opportunities Fund SSA -
Scheme I (acting through Investment Manager Bain Capital Advisors (India) Private
Limited). The funds raised through the allotment, were utilized towards the specific
purpose(s) for which such funds were raised. There is no deviation or variation in the
utilisation of funds raised.
Further, the Company has made the pre-mature full redemption of existing listed NCDs of
H 678,95,93,357 and unlisted NCDs of H 94,11,90,812 on April 8, 2025.
Catalyst Trusteeship Limited is the debenture trustee for the above non-convertible
debentures issued by the Company. Their contacts details are given under the Corporate
Governance Report.
TRANSFER TO RESERVES
The Company has not transferred any amount to general reserves during the year under
review.
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 Act, 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, 2025.
Accordingly, the requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.
During the year under review, your Company have taken unsecured loan from Mr. Anil
Sarin and Mr. Amar Sarin and its details have been disclosed in Note no. 34 of the
Standalone Financial Statements, forming part of the annual report.
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, 2025, 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 in Form AOC - 1 forms part of the Annual Report. Please refer Note 49 of
the consolidated financial statements for the financial year ended March 31, 2025 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 the subsidiaries will be made
available upon request by any member of the Company and are also available on the
Company's website and can be accessed through the link
https://www.tarc.in/audited-financial.php.
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/tarc pdf/cg-9.pdf._During
the year under review, your Company does not have any material unlisted subsidiary
company.
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) and (t) of Regulation 46(2) and para 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 31,2025 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 including the Code for Independent
Directors prescribed in Schedule IV to the Act and SEBI Listing Regulations including Code
of Conduct for Directors and senior management personnel and are independent of the
management of the Company. The Board is satisfied of the integrity, expertise and
experience (including proficiency) of 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 including seven listed companies and
none of the Independent Directors served as an Independent Director in more than seven
listed entities as on March 31,2025. 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 31,2025 have been made by the
Directors and have been reported in the Corporate Governance Report which forms part of
the Annual Report.
BOARD MEETINGS
During the year under review, ten board meetings were held on May 27, 2024, June 15,
2024, June 28, 2024, August 12,
2024, August 31, 2024, September 27, 2024, November 6,
2024, November 20, 2024, February 6, 2025 and March 18,
2025. The meeting details along with attendance of Directors 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 Act.
AUDIT COMMITTEE
As on March 31,2025, 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, Mrs. Bindu Acharya and Mr. Jyoti Ghosh are the members
of the Committee. All the recommendations of 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.
000561N) were appointed as Statutory Auditors of the Company for a period of five years
commencing from the financial year 2021-22.
The Report issued by M/s Doogar & Associates on the financial statements of the
Company for the financial year ended March 31, 2025 forms part of the Annual Report. The
Auditors' Report does not contain any qualification, reservation or adverse remark or
disclaimer. The notes to the financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further explanation or comment.
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
2024-25. 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 or disclaimer except one incidence of delay in submission of notice of record date
to the stock exchange under regulation 60(2) of the SEBI Listing Regulation. In this
regard it is submitted that the Company has paid the required fine amount and will take
due care in future to ensure timely compliance.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act read with rules thereto, the Board of Directors has appointed M/s. Mritunjay
Shekhar & Associates, Company Secretaries, as the Secretarial Auditor for a term of 5
consecutive years i.e. from financial year 2025-26 till financial year 2029-30, subject to
the approval of the members of the Company. Accordingly, a resolution to this effect is
included in the notice convening the AGM.
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 2024-25 submitted
by the Cost Auditor, M/s Bahadur Murao & Co. does not contain any qualification,
reservation, adverse remark or disclaimer.
The Board had appointed M/s Bahadur Murao & Co., Cost Accountants as Cost Auditor
of the Company for the financial year 2025-26.
As per provisions of Section 148(3) of the Act the remuneration payable to Cost
Auditors approved by the Board is required to be ratified by the members in a general
meeting. Accordingly, a resolution seeking shareholders' ratification for the remuneration
payable to M/s Bahadur Murao & Co., Cost Accountants for the financial year 2025-26 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 India and notified by the Ministry of Corporate Affairs, relating to
meetings of the Board of Directors and General Meetings, respectively have been duly
complied by the Company.
CREDIT RATING
On April 12, 2024, Acuite Ratings & Research Limited has reaffirmed its long-term
rating 'ACUITE BB+' with outlook stable on H 1130 Crore amount of Non-Convertible
Debentures ('NCDs') and withdrawn its rating on H 270 Crore amount of NCDs. On June 5,
2024, also Acuite Ratings & Research Limited has reaffirmed its long-term rating
'ACUITE BB+' with outlook stable on H 1130 Crore amount of NCDs. On December 26, 2024,
Acuite Ratings & Research Limited has reaffirmed its rating 'ACUITE BB+' on NCDs with
revision in outlook from 'stable' to 'Rating Watch with Negative Implications'.
On December 2, 2024, Infomerics Valuation and Rating Ltd has assigned its rating IVR
BBB- / Stable on H 470 crore amount of proposed NCDs. On December 20, 2024, Infomerics
Valuation and Rating Ltd has reaffirmed its rating 'IVR BBB-' on proposed NCDs with
revision in outlook from 'Stable' to 'Rating watch with Negative implications'. On March
24, 2025, Infomerics Valuation and Rating Ltd has reaffirmed its rating 'IVR BBB-' with
outlook Rating watch with Negative implications with reduced amount of H 409 Crore against
earlier amount of H 470 Crore in respect of the proposed NCDs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, 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, Mr. Amar Sarin (DIN: 00015937), who was liable to retire
by rotation was re-appointed by the members vide ordinary resolution at the AGM held on
September 27, 2024.
During the year under review, Mr. Anil Sarin (DIN: 00016152), Non-Executive Director of
the Company was re-appointed as the Chairman of the Company until the Board specifically
revoke such appointment or his resignation from the post of Director, whichever is
earlier.
Pursuant to the provisions of Section 152 of the Act, Mr. Anil Sarin (DIN: 00016152) is
liable to retire by rotation at the ensuing AGM and being eligible, has offered himself
for re-appointment. The Board of Directors of your Company has recommended his
re-appointment based on the recommendation of Nomination and Remuneration Committee. The
resolution seeking Members approval for his re-appointment forms part of the AGM Notice. A
brief resume of Mr. Anil 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.
Mr. Amar Sarin (DIN: 00015937) was appointed as Managing Director & CEO of the
Company for a term of five years commencing from December 28, 2020 to December 27, 2025.
His appointment was approved by the shareholders through postal ballot resolution passed
on April 1, 2021. The Board of Directors of your Company has recommended his
re-appointment based on the recommendation of Nomination and Remuneration Committee and
Audit committee for another term of five year w.e.f. December 28, 2025. The resolution
seeking Members approval for his re-appointment forms part of the AGM Notice. A brief
resume of Mr. Amar 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.
Mr. Miyar Ramanath Nayak (DIN: 03352749) was appointed as Non-Executive Independent
Director of the Company for a term of five consecutive years commencing from January 21,
2021 to January 20, 2026. His appointment was approved by the shareholders in the Annual
General Meeting held on December 21, 2021. The Board of Directors of your Company has
recommended his re-appointment based on the recommendation of Nomination and Remuneration
Committee and report of his performance evaluation, for a second term of five consecutive
years commencing from
January 21,2026 to January 20, 2031. The resolution seeking Members approval for his
re-appointment forms part of the AGM Notice. A brief resume of Mr. Miyar Ramanath Nayak
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.
Pursuant to the provisions of Section 203 of the Act, Mr. Amar Sarin (Managing Director
& CEO), Mrs. 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, 2025. During the year under
review, there was no change in Key Managerial Personnel of the Company.
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 of which the business is a part and 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/tarc pdf/cg-5.pdf. A Corporate Social
Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the
Act. The details of Committee are given in Annual Report on CSR Activities.
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-D' to this Report.
ANNUAL RETURN
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, 2025 is available on the Company's website and
can be accessed through the link https://www.tarc.in/annual-return.php.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required in terms of SEBI
Listing Regulations is annexed as Annexure E 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 the transactions / contracts / arrangements of the nature as specified in Section
188(1) of the Companies Act, 2013 entered by the Company during the year under review with
related party(ies) are in ordinary course of business and on arm's length. The Company did
not enter into any contract/ arrangement/ transaction with related parties which is
required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
There were no materially significant related party transactions made by the Company
during the year under review that required shareholders approval under Regulation 23 of
SEBI Listing Regulations, or which may have a potential conflict with the interest of the
Company.
Details of related parties and all the transactions entered into with/by them etc. have
been disclosed in Note no. 34 and 36 of the Standalone and Consolidated Financial
Statements, respectively forming part of the annual report.
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 on quarterly basis. The related party transactions policy is
available on the Company's website and can be accessed through the link
https://www.tarc.in/tarc pdf/RELATED%20PARTY%20 TRANSACTIONS%20POLICY.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/tarc
pdf/cg-7.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 access the quality, quantity
and timeliness of flow of information between the Company management and the Board and its
members, 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 Auditor
Reports 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 types of risks to the business. The Risk
Management Policy is available on the Company's website and can be accessed through the
link https://www.tarc.in/tarc pdf/ RISK%20MANAGEMENT%20POUCY.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
functional heads 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.
EMPLOYEE STOCK OPTIONS SCHEME
The Company has neither approved any Stock Options Scheme during the period under
review nor there is any Stock Option Scheme subsisting from previous years.
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 other than those
disclosed elsewhere in this report.
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
There was no application made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016, during the year under review.
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 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, 2025.
None of the person has been denied access to the Chairperson of the Audit Committee.
During the year under review, the Whistle Blower Policy was amended and is available on
the Company's website and can be accessed through the link https://www.tarc.in/tarc pdf/
WHISTLE%20BLOWER%20POLICY.pdf.
COMPLIANCE OF MATERNITY BENEFIT ACT, 1961
During the year under review, the Company is in compliance of the provisions relating
to the Maternity Benefit Act, 1961.
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. 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. Details of complaints of sexual harassment
received, disposed off and pending during the year under review are as follows:
(a) number of complaints of sexual harassment received: Nil
(b) number of complaints disposed off: Nil
(c) number of cases pending for more than ninety days: Nil
(d) number of complaints pending as on March 31,2025: Nil
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
The Company has not declared any dividend since inception. However, pursuant to the
Composite Scheme of Arrangement approved by the Hon'ble National Company Law Tribunal,
Chandigarh Bench ("NCLT"), vide its order dated August 24, 2020, the Company on
October 20, 2020 credited 8,92,069 fully paid-up equity shares to IEPF Authority in
respect of the equity shares held by IEPF Authority in the Demerged Company as on the
Record Date i.e. October 7, 2020.
The voting rights on the shares transferred to IEPF Authority shall remain frozen till
the rightful owners claim the shares. Concerned Shareholders can claim such shares by
following the procedure prescribed under the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended ("IEPF Rules"). In accordance with the IEPF
Rules, the Board of Directors have appointed Mr. Amit Narayan, Company Secretary as Nodal
Officer of the Company for the purposes of verification of claims of shareholders
pertaining to shares transferred to IEPF and for coordination with IEPF Authority.
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
Anil Sarin
August 12, 2025 Chairman
New Delhi DIN: 00016152
TARC Limited
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