DIRECTORS' REPORT To The Members, TTVOLI CONSTRUCTION LIMITED Mumbai. The Directors are pleased to present the Twenty Ninth Annual Report of your Company together with the Audited Financial Statements and the Auditors' Report for the financial year ended 31* March, 2015. 1. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION ffl OF SECTION 92: The Extract of Annual Return is attached to this Report in Annexure - I and forming part of this report. 2. NUMBER OF MEETINGS OF THE BOARD : The Board of Directors of the Company met six (6) times during the financial year 2014-2015. The details of the same are as follows: a) 1st meeting held on 20.5.2014 b) 2nd meeting held on 30.7.2014 c) 3rd meeting held on 2.9.2014 d) 4th meeting held on 31.10.2014 e) 5th meeting held on 30.1.2015 f) 6th meeting held on 25.3.2015 3. DIRECTORS RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed and mere are no material departures; b. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2015 and of the profit of the Company for the year, c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; 4. DECLARATION BY INDEPENDENT DDXECTORS UNDER SUB-SECTION (6) OF SECTION 149: Your Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company. 5. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE FORMED UNDER SECTION 178: AUDIT COMMITTEE: The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of: 1. Mr.KiritThacker -Chairman 2. Mr. Rakesh Desai - Member 3. Mr.BulchandAhuja -Member The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. NOMINATION & REMUNERATION COMMITTEE: The Nomination & Remuneration Committee was constituted during the financial year 2014-15, in accordance with Section 178 of the Act. The composition of the Committee is as under: 1. Mr. Kirit Thacker - Chairman 2. Mr.RakeshDesai -Member 3. Mr.BulchandAhuja -Member The Board of Directors has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. STAKEHOLDERS' RELATIONSHIP COMMITTEE: The formation of Stakeholders Relationship Committee in our Company is not applicable therefore, the Board does not comment on this point. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. 6. EXPLANATION OR COMMENTS BY THE BOARD ON THE QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE: BY THE AUDITORS IN HIS REPORT: a. There are no Qualifications, reservations or adverse remarks of the Auditors and hence the Board does not comment on this point. b. BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT: Secretarial Audit Report as per Section 204 of Companies Act 2013, received from Ms. Trushna Jhaveri is attached to this Report as Annexure 2. Board's explanation to the reservations / qualifications by the Secretarial Auditor: a) Non-Appointment of Independent Directors: The Board of Directors will be re-constituted at the forthcoming Annual General Meeting, keeping in mind the provisions of Section 149 (4) of the Companies Act, 2013, which prescribes the minimum number of Independent directors in case of Listed Companies. b) Non-appointment of Company Secretary- KMP Category u/s 203 of the Companies Act, 2013: As the Members are aware the total net-worth of the Company is approximately Rs. 1.22 Crores and the gross income is only Rs. 2.93 Lakhs. Due to the small size of the operation of the Company, inspite of best efforts, the Company was not able to find a suitable person for the post of CS, at a reasonable remuneration. The Board is hopeful of finding a suitable candidate soon. 7. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186; The Company has given an Inter Corporate Deposit of Rs. 15,75,000/- to Kanyakumari Builders PvtLtd. 8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION ffl OF SECTION 188 IN THE PRESCRD3ED FORM: There are no contracts or arrangements with Related Parties during the Financial Year 2014-15. Hence the provisions of Section 188(1) are not applicable to the Company. 9. THE AMOUNTS. D? ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES: The Company proposes to carry Rs. 1,00,000 to General Reserve for the financial year 2014-15. 10. THE AMOUNT. D7 ANY. WHICH IT RECOMMENDS SHOULD BE PAH) BY WAY OF DIVIDEND: Due to non -availability of profits for distribution, the Directors do not recommend any dividend for the year ended March 31, 2015. 11. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There are no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. 12. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There are no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. 13. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO. IN SUCH MANNER AS MAY BE PRESCRIBED: a) As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given. b) During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous year Nil). 14. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's business, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. 15. CORPORATE SOCIAL RESPONSIBILITY POLICY: The criteria for formulation of Corporate Social Responsibility policy and implementation thereof, are not applicable to the Company as the Company does not fulfil the criteria specified in Section 135(1). 16. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD: The performance of the Board of Directors and its Committees, individual Directors was evaluated on an annual basis at the meeting of the Board of Directors and the same was recorded as satisfactory. 17. SUCH OTHER MATTERS AS MAY BE PRESCRIBED: a. DEPOSITS: The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review. b. DIRECTORS: Mr. Kirit Thacker, Mr. Rakesh Desai and Mr. Bulchand G. Ahuja continue to be the Directors of the Company. There were no resignations of Directors during the year. Woman Director In terms of the provisions of Section 149 of the Companies Act, 2013, every listed Company shall have atleast one Woman Director on the Board of the Company. The Company has appointed Mrs. Shanti Raheja as an Additional Director w.e.f. 25th March, 2015. As per the provisions of Section 161 of the Companies Act, 2013, she retires at the forthcoming Annual General Meeting, but being eligible offers herself for re-appointment. As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment & remuneration of Managerial Personnel) Rules, 2014, during the year the Company has appointed Mr. Sanjay Makhija as Chief Financial Officer and Mr. Bhimprasad as Manager. c. AUDITORS: M/s. G.M. Kapadia & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company having Firm Registration No. 104767W retire at the forthcoming Annual General Meeting and have expressed their willingness to be re-appointed as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company for auditing the accounts of the Company for the year ended 31st March, 2016. You are requested to appoint the Statutory Auditors. The remuneration of the Auditors will be fixed in consultation with them. d. There are no significant or material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status And Company's operations in future. For and on behalf of Board of Directors of TIVOLI CONSTRUCTION LIMITED Kirit Thacker Director DIN: 00787841 Rakesh Desai Director DIN:00152982 Place: Mumbai Date: 04 SEP 2015 |