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Tavernier Resources Ltd.

BSE: 531190 Sector: Others
NSE: N.A. ISIN Code: INE355H01015
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VOLUME 50
52-Week high 13.90
52-Week low 8.00
P/E 8.86
Mkt Cap.(Rs cr) 5
Buy Price 8.69
Buy Qty 974.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.68
CLOSE 8.68
VOLUME 50
52-Week high 13.90
52-Week low 8.00
P/E 8.86
Mkt Cap.(Rs cr) 5
Buy Price 8.69
Buy Qty 974.00
Sell Price 0.00
Sell Qty 0.00

Tavernier Resources Ltd. (TAVERNIERRES) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's Twenty Third Annual Reportand the Company's audited financial statement for the financial year ended March 31 2017.

FINANCIAL SUMMARY

The Company's financial performance for the year ended March 31 2017 is summarisedbelow:

PARTICULARS FOR THE YEAR ENDED
March 201731 March 201631
Revenue from operations 225.71 206.23
Other Income 182.55 45.43
Earnings before interest tax depreciation exceptional
items and amortization (EBITDA) 81.28 112.90
Less: Finance Costs 18.64 2.10
Less: Depreciation and amortization expense 6.49 6.58
Profit/(Loss) before Exceptional Items and Tax 56.15 104.22
Exceptional Items

-

-

Profit/(Loss) before Tax

56.15

104.22

Less: Tax Expense (17.37) (30.79)
Profit/(Loss) After Tax 38.78 73.43
Surplus from previous year brought forward 188.25 114.82
Transfer to General Reserve

-

-

Amount available for appropriation 227.03 188.25

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the Financial Year under review your Company's Operating Income was ` 225.71Lacs as against ` 206.23 Lacs in the previous year. Other Income for the Financial Year2016-17 stood at ` 182.55 Lacs as against ` 45.43 Lacs in the previous year.

The Company has reported Net Profit of ` 38.78 Lacs as against Net Profit of ` 73.43Lacs in the previous year.

The Net Profit generated by the Company has not been transferred to General Reserve asthe same has been intended to utilize for the Company's future plans.

DIVIDEND

The Board of Directors have not recommended any dividend and decided to conserve fundsfor Company's future plans.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the Financial Year and date of this Report. There has beenno change in the nature of business of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report. Refer Annexure I of thisReport.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries Joint Ventures and Associate Companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 toRegulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and ParaC D and E of Schedule V as mentioned in Regulation 15 of the SEBI

st

(Listing Obligations and Disclosure Requirements) Regulations 2015 which came intoforce with effect from 01 December 2015 as the Paid-up Share Capital of the Company isless than ` 100000000 (Rupees Ten Crores Only) and the Net Worth of the Company is alsoless than ` 250000000 (Rupees Twenty Five Crores Only) based on the Annual AuditedFinancial Results of the Company for the quarter and year ended March 31 2017.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT2013

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arms' length basis.

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thePolicy of the Company on materiality of related party transactions.

The Company has in its place a Policy on materiality of related party transactions andon dealing with related party transactions as approved by the Board.

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.

Members may refer to Note No. 25 to the financial statement which sets out relatedparty disclosures pursuant to Accounting Standards (AS).

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The Companyhas in its place a Risk Management Policy. Your Company's internal control systems arecommensurate with the nature of its business and the size and complexity of itsoperations. These are routinely tested by Statutory as well as Internal Auditors.Significant audit observations and follow up actions thereon if any are reported to theAudit Committee.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and embedded in the business processes. Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontrol self assessment continuous monitoring by functional experts as well as testing ofthe internal financial control systems by the internal auditors during the course of theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Aditi Aditya Dugar Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered herself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal forre-appointment of aforesaid Director. A brief resume of the Directors seekingre-appointment at the forthcoming Annual General Meeting and other details as required tobe disclosed in terms of Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the said Notice.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Companies Act2013 and the Listing Regulations. List of Independent Directors is as under:

a) Mr. Pradeepkumar Jayantikumar Jhaveri b) Mr. Shashi Krishna Balsekar c) Mr. AnkushJain d) Mr. Arshad Jawed

During the year under review;

(i) Ms. Rajkumari Sudhir Naheta who was eligible to retire by rotation wasre-appointed as a Director at the Annual General Meeting held on September 27 2016.

(ii) Mr. Arshad Jawed who was appointed as an Additional Director with effect fromAugust 09 2016 was confirmed as a Director with effect from Annual General Meeting heldon September 27 2016.

(iii) Ms. Hinal Narendra Shah resigned from the post of Company Secretary andCompliance Officer with effect from October 12 2016.

(iv) Ms. Reshmi Neelakantan has been appointed as Company Secretary and ComplianceOfficer of the Company with effect from October 12 2016.

PERFORMANCE EVALUATION

The Company has devised a policy for Performance Evaluation of the Individualdirectors Board and its Committees which includes criteria for performance evaluation.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors' individuallyas well as the evaluation of the working of the committee of the Board. The Boardperformance was evaluated based on inputs received from all the directors afterconsidering criteria such as Board composition and structure effectiveness of Board /Committee processes and information provided to the Board etc. A separate meeting of theIndependent Directors was also held during the year for the evaluation of the performanceof non-independent Directors performance of the Board as a whole and that of theChairman.

The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in Meetings understanding of their roles as directors etc.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

As per the provisions of the Companies Act 2013 the period of office of M/s. HarenSanghvi & Associates Chartered Accountants (Firm Registration Number : 120743W)Statutory Auditors of the Company expires at the conclusion of the ensuing Annual GeneralMeeting.

It is proposed to appoint M/s. Alok Sinhal & Company Chartered Accountants (FirmRegistration Number : 013811N) as Statutory Auditors of the Company for a term of 5(five) consecutive years. M/s. Alok Sinhal & Company Chartered Accountants haveconfirmed their eligibility and qualification required under the Act for holding theoffice as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

SECRETARIAL AUDITOR

The Board appointed M/s. Sonal Kothari & Associates Practising Company Secretaryto conduct Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Reportfor the financial year ended March 31 2017 is annexed herewith marked as Annexure IIto this Report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.

DISCLOSURES:

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the Financial Year 2016-17 andthe dates for the same are as under:

- May 27 2016

- August 09 2016

- August 26 2016

- October 122016

- October 25 2016

- February 13 2017

COMMITTEES OF THE BOARD

During the year under review the Audit Committee Stakeholders Relationship Committeeand Nomination and Remuneration Committee stands reconstituted with effect from August 092017.

AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors:

Name Designation
Mr. Pradeepkumar Jayantikumar Chairperson
Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the following IndependentDirectors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following IndependentDirectors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Company has formulated the Nomination and Remuneration Policy inter-alia providing theterms for appointment and payment of remuneration to Directors and Key ManagerialPersonnel is annexed to this Report as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY ( "CSR") COMMITTEE

The Company is not mandatorily required to contribute towards CSR pursuant to theprovisions of Section 135 of the Companies Act 2013 for the Financial Year 2016-17.However the Company has in its place a duly constituted CSR Committee which comprises ofthe following Director and Independent Directors:

Name Designation
Ms. Rajkumari Sudhir Naheta Chairperson
Mr. Pradeepkumar Jayantikumar Jhaveri Member
Mr. Shashi Krishna Balsekar Member

ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

The Board of Directors of the Company has constituted an Anti-Sexual HarassmentCommittee comprising of Ms. Rajkumari Sudhir Naheta Ms. Aditi Aditya Dugar and Ms.Ranjana Pawar.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Securities and Exchange Board of India the Company isnot included in the top 100 listed entities determined on the basis of marketcapitalization as at the end of the immediate previous financial year i.e. 2016-17.Therefore constitution of Risk Management Committee is not applicable to the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s)directors and other stakeholders to report to the management concerns about unethicalbehaviour actual or suspected fraud or violation of the code of conduct or policy/ies ofthe Company as adopted/framed from time to time.

LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in the financialstatement. Refer Note No. 3 and Note No. 25 to the financial statement.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013

Particulars of loan are provided in the financial statement. Refer Note No. 11 to thefinancial statement.

During the Financial Year under review the Company has not made any investmentneither given any guarantee nor provided any security.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates energy consumptionis in accordance to the normal business practices and does not require any specificinstallations. In its regular course of business the Company is always vigilant toconserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements.In the course of its operations processes are formed and implemented to achieveoperational efficiencies which provide maintaining product quality and cost control.

The Company does not have any Foreign Exchange earnings or outgo during the financialyear under review.

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureIV to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure V tothis Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under AnnexureVI which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remunerationin excess of the limits specified under the Companies Act 2013 and Rule 5(2) & Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except Employees' Stock Option Scheme referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Directors of the Company receive anyremuneration or commission from the Company.

6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGMENT

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.

For and on behalf of the Board of Directors

Sudhir Milapchand Naheta Rajkumari Sudhir Naheta
Place:Mumbai Chairman & Managing Director Director
Date: August 24 2017 DIN: 00297863 DIN : 00172026