BOARDS'S REPORT TO THE MEMBERS OF TULIVE DEVELOPERS LIMITED 1. Your Directors have great pleasure in presenting the 53rd (Fifty Third) Annual Report regarding the operations and financial results of the Company for the year ended 31 st March 2015 together with the Audited Statement of Accounts and the Report of the Auditors. 3. SHARE CAPITAL: The Directors did not issue any right / bonus shares during the year and the paid up capital of Rs 3,48,43,750/- remains same as at 31.03.2015 4. IN VESTMENTS: The Company continues to be a partner in the partnership firms, Tulive Estate and Tulive Builders. The details of the same are provided in Note No. 8 to the balance sheet attached to this report. 5. AGRICULTURAL DEVELOPMENTS AND INCOME: The Company earned license fee of Rs. 6,00,000/-from its agricultural activities-for plucking coconuts and other crops grown in the agricultural lands at Kelambakkam Village, (Kancheepuram District) and the Company has also incurred development expenditure on agricultural lands to the extent of Rs. 54.75 Lakhs. 6. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: Your Directors state that there are no material changes and commitments affecting the financial position of the Company subsequent to the date of the financial statements. 7. CHANGE IN NATURE OF BUSINESS, IF ANY: Your Directors state that there is no change in business activity of the company during the financial year 2014-15. 8. DIVIDENDS: Your directors do not recommend any dividend for this financial year. 9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: Your Company has no subsidiary company(ies), joint ventures and associate companies for the financial year ended on March 31,2015. 10. TRANSFER TO IEPF: Your Company has not declared any dividend and hence, the question of transfer to Investor Education and Protection Fund does notarise. 11. FIXED DEPOSITS: Your Company did not accept any deposit from public during the year. 12. EMPLOYEES STOCK OPTION SCHEME: The Company has not offered any stock option to the Employees. 13. UNSECURED LOANS: There are no amounts outstanding against unsecured loans as on 31 st March, 2015. 14. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure 1. 15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S186: The Company does not have any loans, guarantees and investments under Section 186 of Companies Act, 2013. 16. BOARD MEETINGS: The Board of Directors of the Company met 4 (four) times a year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013. (a) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the financial year, there is no change in composition of the Board. However, the Board has appointed Mr. Suresh Vaidyanathan as Chief Executive Officer and Chief Financial officer of the company. Ms. Nirmal Cariappa (Women Director) was appointed as additional director with effect from 30/05/2015. Considering the experience of Ms. Nirmal Cariappa, it is hereby proposed to the members that she be appointed as an independent Director for a period of 5 years from the conclusion of 53rd Annual General Meeting till the conclusion of 58th Annual General Meeting. (B) INDEPENDENT DIRECTORS: The following independent directors who were appointed in 52nd Annual General Meeting for a period of 5 years continue to be on the Board till the conclusion of 57th Annual General Meeting. a) S. Venkataramani b) P.J.George The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act. (O DETAILS OF REMUNERATION TO DIRECTORS: No remuneration was paid to any Directors except sitting fees during the financial year 2014-2015. (D) RETIRING DIRECTORS: In terms of Article 128 of the Articles of Association of the Company, Mr. Atul Gupta, Director will be retiring by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting. (E) BOARD COMMITTEES: The Company has following committees of the Board: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management Committee The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance. The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) of the Act, is as below: POLICY RELATING TO DIRECTORS: a. The person to be chosen as a Director shall be of high integrity with relevant expertise and experience so as to have a diverse Board having expertise in the fields of either Real Estate, and/or sales/marketing, and/or finance and/or taxation and/or law and/or governance and general management. b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a vis the Company so as to enable the Board to discharge its function and duties effectively. c. The Nomination & Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director: (i) Qualification, expertise and experience of the Directors in their respective fields; (ii) Personal, Professional or business standing; and (iii) Diversity of the Board. d. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level. REMUNERATION POLICY: The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. The Directors have decided not to draw any remuneration except sitting fees for attending the meetings of the Board. For its employees, the Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, to its employees below the Board level. (F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION: Majority of the Board Members have been with the Company for more than ten years and being well qualified are fully aware of the business of the Company as well as risk profile of business parameters of the company, their responsibilities as directors and the best ways to discharge them. (G) VIGIL MECHANISM: The Company has established a whistle blower policy and there is a mechanism for the directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. (H) RECOMMENDATION OF AUDIT COMMITTEE: During the year, all the recommendations of the Audit Committee were accepted by the Board. 17. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (5) of the Companies Act, 2013, in relation to financial statements (together with the notes to such financial statements) for the year 2014-15, the Board of Directors report that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) The Directors 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 at the end of the financial year and of the profit/ loss of the Compare for that period; (iii) The Directors 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) The Directors have prepared the financial statements on a going concern basis; (v) The Directors 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18. LISTING: The Company's equity shares continue to be listed in the Bombay Stock Exchange, Mumbai. The listing fees for the financial year 2015-2016 has already been paid to Bombay Stock Exchange and Custodial fees have been paid to NSDL and CSDL due for the financial year 2015-2016 19. AUDITORS: (a) FINANCIAL AUDIT: M/s. Bhandari & Keswani, Chartered Accountants (Registration No. 000433S), the Statutory Auditors of the Company will hold office up to the conclusion of the 55th Annual General Meeting of the members and their appointment is subject to ratification by the shareholders at each of the intervening Annual General Meeting(s). (b) SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. S Eshwar, Practising Company Secretary, and his report is annexed as Annexure ( c) INTERNAL AUDIT : Pursuant to the provisions of the Companies Act, 2013, the company has appointed M/s Abhay U Jain & Associates, Chartered Accountants (Registration No.207937) as internal Auditors. 20. PARTICULARS OF EMPLOYEES: During the year, there are no employees drawing remuneration in excess of the limits specified in Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 21. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company is not carrying on any manufacturing activity resulting in consumption of power and technology absorption. The Company did not earn any income in foreign exchange and there was no expenditure involving foreign exchange as outgo. 22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliablefinancial disclosures. 23. RISK MANAGEMENT The details with respect to Risk Management Policy and constitution of Risk Management Committee is included in the Corporate Governance report annexed. 24. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure2. 25. REPORT ON CORPORATE GOVERANCE: A detailed report on Corporate Governance is annexed to this report. The Company has complied with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement except those listed in the Statutory Auditors certificate. The Certificate obtained from the Statutory Auditors of the company regarding compliance of conditions is attached to this report. 26. CORPORATE SOCIAL RESPONSIBILITY: The annual report on Corporate Social Responsibility is annexed herewith as Annexure3. 27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: During the year, there are no significant and material orders passed by the regulators or Courts on a going concern basis. 28. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has in place an Anti Sexual Harassment Policy and the company has not received any complaints during the year. 29. ACKNOWLEDGMENT: Your Directors are pleased to place on record their sincere thanks for the kind co-operation and all assistance extended by company's Bankers, Auditors, and all employees and above all the shareholders and other stake holders for their continued support and patronage and the Directors look forward for the same relationship and cooperation in the years to come. By Order of the Board For TULIVE DEVELOPERS LIMITED K.V. RAMANA SHETTY CHAIRMAN PLACE: CHENNAI DATE: 14th AUGUST 2015 |