Tavernier Resources Ltd.
|BSE: 531190||Sector: Others|
|NSE: N.A.||ISIN Code: INE355H01015|
|BSE 00:00 | 29 Oct||18.00||
|NSE 05:30 | 01 Jan||Tavernier Resources Ltd|
Tavernier Resources Ltd. (TAVERNIERRES) - Director Report
Company director report
The Board of Directors are pleased to present the Company's 24th AnnualReport and the Company's audited financial statement for the financial yearended March312018.
The ComDanv's financial Derformance for the vear ended March 31.2018 is summarisedbelow:
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the financial year under review your Company's Operating Income was Rs 1436.33Lakhs as against Rs 225.71 Lakhs in the previous year. Other Income for the financial year2017-18 stood atRs 176.81 Lakhs as against Rs 166.78 Lakhs in the previous year.
The Company has reported Net Profit of Rs 87.12 Lakhs as against Net Profit of Rs 28.25Lakhs 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.
The Company through its Board of Directors and management is taking efforts to reachat higher level by setting a benchmark. The Company also wishes to explore its business infuture by keeping in view the dynamism of global market.
The Paid up Share capital as on March 312018 was Rs 59790000.
The Board of Directors has not recommended any dividend and has decided to conservefunds for Company's future plans.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During financial year under review the Company has not transferred any amount toInvestor Education and Protection Fund (IEPF).
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 this Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries Joint Ventures and Associate Companies.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2018 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 312018 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.
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 (Listing Obligationsand Disclosure Requirements) Regulations 2015 as the Paid-up Share Capital of the Companyis less than Rs. 100000000 (Rupees Ten Crores Only) and the Net Worth of the Company isalso less than Rs. 250000000 (Rupees Twenty Five Crores Only) based on the AnnualAudited Financial Results of the Company for the year ended March 312018.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT2013
During the financial year under review the Company had not entered into materialrelated party transactions.
Members may refer Note No. 31 to the financial statement which sets out related partydisclosures pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
During the Financial Year under review the provisions of section 135 of the CompaniesAct 2013 pertaining to Corporate Social Responsibility are not applicable to the company.
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. Rajkumari Sudhir Naheta Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered herself for re-appointment.The Board of Directors on the recommendation of the Nomination and Remuneration Committeehas recommended her re-appointment.
During the year under review Ms. Aditi Aditya Dugar who was eligible to retire byrotation was re-appointed as a Director at the 23rd Annual General Meetingheld on September272017.
Mr. Shashi Krishna Balsekar has resigned from the post of directorship of the Companyw.e.f. November 132017 due to his pre-occupation elsewhere. The Board places on recordits appreciation towards valuable contribution made by Mr. Shashi Krishna Balsekarduringhis tenure as a Director of the Company.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas re-appointed Mr. Sudhir Milapchand Naheta as Managing Director of the Company for aperiod of 5 (five) years with effect from March 022019 subject to approval ofshareholders as his current term of office is upto March 012019.
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. The Independent Directors of the Company as on March312018 are as under:
a) Mr. PradeepkumarJayantikumarJhaveri
b) Mr.Ankush Jain
c) Mr.Arshad Jawed
The Notice convening forthcoming Annual General Meeting includes the proposal forappointment/re-appointment of aforesaid Directors. A brief resume of the Directors seekingappointment/re-appointment at the forthcoming Annual General Meeting and other details asrequired to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations andSecretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM.None of the Directors are disqualified for appointment/re-appointment under Section 164 ofthe Act. None of the Directors are related inter-se to each other save and except Mr.Sudhir Milapchand Naheta Ms. Rajkumari Sudhir Naheta and Ms. Aditi Aditya Dugar.
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 II.
Pursuant to the provisions of Sections 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 and in accordance with the Guidance Note on Board Evaluation issued bySecurities and Exchange Board of India the Directors have carried out the annualperformance evaluation of the Board Independent Directors Non-executive DirectorsExecutive Directors Committees and the Chairman of the Board. The performance wasevaluated based on inputs received from all the directors after considering criteria suchas Board composition and structure effectiveness of Board / Committee processes andinformation provided to the Board etc. A separate meeting of the Independent Directorswas also held during the year for the evaluation of the performance of non-independentDirectors performance of the Board as a whole and that of the Chairman.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s. Alok Sinhal & Co. Chartered Accountants (Firm Registration Number: 013811N)was appointed as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on September 272017. They have confirmed thatthey are not disqualified from continuing as 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.
MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT2013
Central Government has not prescribed the maintenance of cost records under section148(1) of the Companies Act 2013 for any of the products/services dealt by the Company.Accordingly maintenance of such accounts and records is not applicable to the Company.
The appointment of Cost Auditor is not applicable to the Company as per Companies Act2013.
The Board had appointed M/s. Sonal Kothari & Associates Practising CompanySecretary to conduct Secretarial Audit for the Financial Year 2017-18. The SecretarialAudit Report for the financial year ended March 31 2018 is annexed herewith marked asAnnexure III to this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the Financial Year 2017-18 andthe dates for the same are as under:
- May 292017
- August 102017
- August242017 October 182017 November 132017
- February 122018
COMMITTEES OF THE BOARD OF DIRECTORS
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board. There were no instances where the Board has not accepted anyrecommendation of the Audit Committee.
RECONSTITUTION OF COMMITTEES
Subsequent to resignation of Mr. Shashi Krishna Balsekar from the post of directorshipof the Company w.e.f. November 13 2017 the Board has reconstituted the Committees namelyAudit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee and Corporate Social Responsibility ("CSR") Committee.
The Audit Committee comprises of the following Independent Directors:
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of the following IndependentDirectors:
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of the following IndependentDirectors:
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 2017-18.However the Company has in its place a duly constituted CSR Committee which comprises ofthe following Independent Directors:
*Mr. Shashi Krishna Balsekar has resigned from the post of directorship of the Companyw.e.f. November 132017.
ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMAN 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 Woman 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. ofComplaints disposed off: Nil
The Board of Directors of the Company has in its place Anti-Sexual HarassmentCommittee.
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. 2017-18. Therefore constitution of Risk Management Committee is not applicable tothe Company.
INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors of the Company met on MondayFebruary 12 2018 inter- alia to discuss:
i. Evaluation of performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.
ii. Evaluation of performance of the Chairman of the Company taking into view ofExecutive and Non- Executive Directors.
iii. Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
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 BODY CORPORATE
Particulars of loan taken from Starmark Marketing Private Limited (Company / BodyCorporate) are provided in the financial statement. Refer Note No. 16 to the financialstatement.
LOAN FROM DIRECTORS
Particulars of loan from Directors of the Company are provided in the financialstatement. Refer Note No. 15 and Note No.31 to the financial statement.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013
Particulars of loans are provided in the financial statement. Refer Note No. 4 & 5to the financial 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 ANDOUTGO
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 Companies Act 2013are provided in Annexure IV to this Report.
EXTRACT OFANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith asAnnexureVtothis Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided under Annexure VI which isannexed 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 Act and Rule 5(2) & Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
In accordance with the provisions of Section 136(1) of the Act the Annual Report ofthe Company containing therein Financial Statement have been placed on the website of theCompany - www.tavernier.com under the FinancialsSection.
The Audited Financial Statement shall also be kept open for inspection at theRegistered Office of the Company during working hours for a period of 21 days before thedate of ensuing Annual General Meeting. The aforesaid documents can be made available toany Member interested in obtaining the same upon a request in that regards made to theCompany.
Your Company has tied up with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares inan electronic/dematerialized form. The shareholders are advised to take benefits ofdematerialization.
LISTING OF SHARES
The Company's equity shares continue to be listed on The Bombay Stock Exchange Limited(BSE). The Scrip Code of the Company is 531190 and the ISIN of the Company is INE355H01015.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following matters 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.
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 sitting fees 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 orthe Board.
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.