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Tavernier Resources Ltd.

BSE: 531190 Sector: Others
NSE: N.A. ISIN Code: INE355H01015
BSE 00:00 | 09 Mar Tavernier Resources Ltd
NSE 05:30 | 01 Jan Tavernier Resources Ltd
OPEN 7.30
PREVIOUS CLOSE 7.30
VOLUME 1
52-Week high 9.75
52-Week low 7.30
P/E
Mkt Cap.(Rs cr) 4
Buy Price 7.30
Buy Qty 79.00
Sell Price 7.30
Sell Qty 999.00
OPEN 7.30
CLOSE 7.30
VOLUME 1
52-Week high 9.75
52-Week low 7.30
P/E
Mkt Cap.(Rs cr) 4
Buy Price 7.30
Buy Qty 79.00
Sell Price 7.30
Sell Qty 999.00

Tavernier Resources Ltd. (TAVERNIERRES) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of TAVERNIER RESOURCES LIMITED ["the Company"] togetherwith the Audited Financial Statements of the Company for the Year ended March 31 2020.

FINANCIAL SUMMARY

The summarized financial performance of your Company for 2019-20 and 2018-19 is givenbelow:

(' in Lakhs except earnings per share)

PARTICULARS

FOR THE YEAR ENDED

March 31 2020 March 31 2019
Revenue from Operations 355.67 612.37
Other Income 2.40 86.48
Earnings before interest tax depreciation exceptional items and amortization (EBITDA) 358.07 698.85
Less : Finance Costs 25.04 23.77
Less: Depreciation and amortization expense 2.53 6.57
Less : Purchase of traded goods 309.50 580.42
Less: Cost of Material Consumed 21.29 -
Less: Changes in inventories of finished goods work-inprogress and stock -in-trade - (21.29)
Less: Employee benefit expense 14.89 15.41
Less: Doubtful Debt 329.94 -
Less: Other expenditure 30.79 33.09
Profit/(Loss) before Exceptional Items and Tax (375.91) 60.88
Exceptional Items - -
Profit/(Loss) before Tax (375.91) 60.88
Less: Tax Expenses 0.12 (19.91)
Profit/(Loss) After Tax (376.03) 40.97
Surplus from previous year brought forward 358.79 317.82
Transfer to General Reserve - -
Amount available for appropriation (17.24) 358.79

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the financial year under review your Company's Operating Income was ' 355.67Lakhs as against' 612.37 Lakhs in the previous year. Other Income for the financial year2019-20 stood at '2.40 Lakhs as against '86.48 Lakhs in the previous year.

The Company has reported Net Loss of (' 376.03) Lakhs as against Net Profit of ' 40.97Lakhs in the previous year.

IMPACT OF COVID-19 PANDEMIC

During the last month of the year under review COVID-19 pandemic developed rapidlyinto a global crisis forcing

governments to enforce lockdowns. Due to the spread of COVID-19 and in accordance withthe various initiatives and directions of both Central and State Government(s) from timeto time including Janata curfew and subsequent nationwide lock down the operations of theCompany were suspended from March 22 2020.

The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations but does not expect normalcy to be achieved before the last quarter offinancial year 2020-21.

TRANSFER TO RESERVES

During the year under review your Company has not made any transfer to the Reserves.

SHARE CAPITAL

The Paid-up Share capital as on March 312020 was ' 59790000. During the year underreview the Company has not issued any shares or convertible securities or shares withdifferential voting rights nor has granted any stock options or sweat equity or warrants.As on March 31 2020 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.

DIVIDEND

During the year under review the Board of Directors has not recommended any dividendon the Equity Shares of the Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 andhence there are no unpaid/unclaimed deposits nor there is any default in repaymentthereof.

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 thisReport.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries Joint Ventures and Associate Companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors including audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were and effective during F.Y. 2019-20.

Accordingly pursuant to the requirements of sub section (3)(c) and sub section (5) ofSection 134 of the Act with respect to Directors Responsibility Statement it is herebyconfirmed that:

a) in the preparation of the annual accounts for the year ended 31st March 2020 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 312020 and of the profit& loss of the 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 for the financial year ended March31 2020 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 (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 312020.

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. 32 to the financial statement whichsets out related party disclosures pursuant to Ind AS 24.

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

Pursuant to the requirement of Section 134(3)(n) of the Act the Company has in place astructured risk management policy. Your Company believes that managing risks helps inmaximising returns. The Risk management process is designed to safeguard the organisationfrom various risks through adequate and timely actions. It is designed to anticipateevaluate and mitigate risks in order to minimize its impact on the business.

The Risk Management Policy is designed to assist the Board in its oversight of variousrisks review and analyse the risk exposure related to specific issues provide oversightof risk across the organisation.

INTERNAL CONTROL SYSTEM

Tavernier Resources Limited's internal control system is designed to ensure operationalefficiency protection accuracy and promptness in financial reporting and compliance withlaws and regulations. The internal control system is supported by an internal auditprocess for reviewing the design adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures. Internal Audit Reports are discussed with the Management and are reviewed bythe Audit Committee of the Board and necessary corrective actions are taken.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate policies and procedures to ensure that thesystem of internal financial control is commensurate with the size and nature of theCompany's business. The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same.

A regular audit and review processes ensure that the controls are reinforced on anongoing basis. Such controls have been assessed during the year taking into considerationthe essential components of internal financial controls. There are no reportable materialweakness or significant deficiencies in the design or operation of internal financialcontrols were observed during the year ended March 31 2020. Based on the above theBoard believes that adequate Internal Financial Controls exist and are effective.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. 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 Mrs. Aditi Aditya Dugar who was eligible to retire byrotation was re-appointed as a Director at the 25thAnnual General Meeting heldon August 09 2019.

Mr. Aditya Shashikant Mhatre was appointed as a regular Director designated asNon-Executive Independent Director for a period of 5 years w.e.f. 12thFebruary 2019 at the 25th Annual General Meeting held on August 09 2019.

Mr. Mayur Jamnadas Vora was appointed as an Additional Director of the Companydesignated as Independent Director with effect from 14th November 2019 andshall hold the office up to the date of next Annual General Meeting of the Company. ItemNo.3 of the notice contains a Resolution for appointment of Mr. Mayur Jamnadas Vora (DINNo.: 08600211) as a regular Director to be designated as Non-Executive IndependentDirector for a period of 5 years w.e.f. 14th November 2019.

Mr. Shailesh Mavji Vora was appointed as an Additional Director of the Companydesignated as Independent Director with effect from 28th February 2020 andshall hold the office up to the date of next Annual General Meeting of the Company. ItemNo.4 of the notice contains a Resolution for appointment of Mr. Shailesh Mavji Vora (DINNo.: 08711802) as a regular Director to be designated as Non-Executive IndependentDirector for a period of 5 years w.e.f. 28th February 2020.

Mr. Ankush Jain (DIN No.: 06842589) has resigned from the post of directorship of theCompany w.e.f. 2nd March 2020 due to new norms laid down by MCA i.e.proficiency test and to register himself in Independent Directors Databank it wasdifficult for him to attend the affairs of the Company find time to study and appear fortests. The Board places on record its appreciation towards valuable contribution made byMr. Ankush Jain during his tenure as a Director of the Company.

Mr. Arshad Jawed (DIN No.: 07165463) has resigned from the post of directorship of theCompany w.e.f. 2nd March 2020 due to new norms laid down by MCA i.e.proficiency test and to register himself in Independent Directors Databank it wasdifficult for him to attend the affairs of the Company find time to study and appear fortests. The Board places on record its appreciation towards valuable contribution made byMr. Arshad Jawed during his tenure as a Director of the Company.

The Company has received individual declaration from following Independent Director(s)of the Company stating that they meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. TheIndependent Directors of the Company as on March 312020 are as under:

a) Mr. Aditya Shashikant Mhatre

b) Mr. Mayur Jamnadas Vora

c) Mr. Shailesh Mavji Vora

The above mentioned Independent Directors have confirmed that they have complied withthe Code for Independent Directors prescribed in Schedule IV to the Act. The IndependentDirectors have further confirmed that they are not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence and that he is independent of the management.

A brief resume of the Directors seeking appointment/re-appointment at the forthcomingAnnual General Meeting and other details as required to be disclosed in terms ofRegulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on GeneralMeeting (SS-2) forms part of the Notice calling the AGM. None of the Directors aredisqualified for appointment/re-appointment under Section 164 of the Act. None of theDirectors are related inter-se to each other save and except Mr. Sudhir Milapchand NahetaMrs. Rajkumari Sudhir Naheta and Mrs. 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.

EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Sections 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 Sub rule (4) Of Rule 8 of Companies (Account) Rules 2014 and inaccordance with the Guidance Note on Board Evaluation issued by Securities and ExchangeBoard of India the Directors have carried out the annual performance evaluation of theBoard Independent Directors Non-executive Directors Executive Directors Committees andthe Chairman of the Board. The performance was evaluated based on inputs received from allthe directors after considering criteria such as Board composition and structureeffectiveness of Board / Committee processes and information provided to the Board etc.

A separate meeting of the Independent Directors was also held during the year for theevaluation of the performance of non-independent Directors performance of the Board as awhole and that of the Chairman. The Board expressed their satisfaction with the evaluationprocess.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors ('IDs') inducted to the Board are provided orientation on theCompany's business operations products organization structure as well as the Boardconstitution and its procedures through various programmes/presentations.

The details of programme for familiarisation of Independent Directors with the Companyindustry in which it operates their roles rights responsibilities are made available onthe website of the Company at the link- http://www.tavernier.com.

STATUTORY AUDITORS AND AUDITORS' REPORT

V STATUTORY AUDITORS

M/s. Alok Sinhal & Co. Chartered Accountants (Firm Registration Number: 013811N)has resigned as Statutory Auditors of the Company w.e.f. 04th July 2019 dueto pre-occupation. M/s. Rajeev & Rajesh Chartered Accountant (Firm Registration No.120382W) were appointed as the Statutory Auditors of the Company at 25th AnnualGeneral Meeting held on 09th August 2019.

V AUDITORS REPORT

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.

No instances of fraud have been reported by the Statutory Auditors of the Company underSection 143(12) of the Act.

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.

COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of provisions of Section 204 of the Act the Secretarial Audit of the Companyfor the Financial Year 2019-20 was conducted by M/s. Sonal Kothari & AssociatesCompany Secretaries in Practice.

The Board had appointed M/s. Sonal Kothari & Associates Practising CompanySecretary to conduct Secretarial Audit for the Financial Year 2019-20. The SecretarialAudit Report for the financial year ended March 31 2020 is annexed herewith marked as AnnexureIII to this Report. The Secretarial Audit Report contains following observation intheir Audit Report: -

"As per Regulation 33 (1) (d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 The listed entity shall ensure that the limited review oraudit reports submitted to the stock exchange(s) on a quarterly or annual basis are to begiven only by an auditor who has subjected himself to the peer review process of Instituteof Chartered Accountants of India and holds a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India. But at the time of appointmentof M/s. Rajeev and Rajesh Chartered Accountants as Statutory Auditors were still inprocess of obtaining a peer review certificate and did not hold any valid peer reviewcertificate at the time of appointment."

Board's Reply:

The Company had believed that Statutory Auditors M/s Rajeev and Rajesh CharteredAccountants were peer reviewed firm due to that reason at the time of appointment theCompany did not ask for peer review certificate. However when the Company realized thatM/s Rajeev and Rajesh Chartered Accountants were in process of obtaining a peer reviewcertificate then the Company informed the statutory auditors to obtain the peer reviewcertificate immediately otherwise there will be non-compliance of Regulation 33 (1) (d)SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and henceStatutory Auditors now hold a valid peer review certificate.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the Financial Year 2019-20.The time gap between two consecutive Meetings did not exceed one hundred and twenty daysand the dates for the same are as under:- May 30 2019

- July 09 2019

- August 13 2019

- October 22 2019

- November 14 2019

- February 12 2020

- February 26 2020

- February 28 2020

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 the appointment of Mr. Mayur Jamnadas Vora and Mr. Shailesh Mavji Vora asAdditional Director designated as Independent Director & resignation of Mr. AnkushJain and Mr. Arshad Jawed from the post of directorship of the Company the Board hasreconstituted the Committees namely Audit Committee Stakeholders Relationship CommitteeNomination and Remuneration Committee and Corporate Social Responsibility("CSR") Committee.

V AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Ankush Jain Member
*Mr. Arshad Jawed Member
Mr. Mayur Jamnadas Vora Member
Mr. Shailesh Mavji Vora Member

*Mr. Ankush Jain and Mr. Arshad Jawed has resigned from the post of directorship of theCompany w.e.f. March 02 2020; therefore they also resign as Member of Audit Committee andMr. Mayur Jamnadas Vora and Mr. Shailesh Mavji Vora ware appointed as Members of the AuditCommittee.

V STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the following IndependentDirectors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Ankush Jain Member
*Mr. Arshad Jawed Member
Mr. Mayur Jamnadas Vora Member
Mr. Shailesh Mavji Vora Member

*Mr. Ankush Jain and Mr. Arshad Jawed has resigned from the post of directorship of theCompany w.e.f. March 02 2020; therefore they also resign as Member of StakeholdersRelationship Committee and Mr. Mayur Jamnadas Vora and Mr. Shailesh Mavji Vora wareappointed as Members of the Stakeholders Relationship Committee.

V NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following IndependentDirectors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Ankush Jain Member
*Mr. Arshad Jawed Member
Mr. Mayur Jamnadas Vora Member
Mr. Shailesh Mavji Vora Member

*Mr. Ankush Jain and Mr. Arshad Jawed has resigned from the post of directorship of theCompany w.e.f. March 02 2020; therefore they also resign as Member of Nomination andRemuneration Committee and Mr. Mayur Jamnadas Vora and Mr. Shailesh Mavji Vora wareappointed as Members of the Nomination and Remuneration Committee.

V 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 2019-20.However the Company has in its place a duly constituted CSR Committee which comprises ofthe following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Ankush Jain Member
*Mr. Arshad Jawed Member
Mr. Mayur Jamnadas Vora Member
Mr. Shailesh Mavji Vora Member

*Mr. Ankush Jain and Mr. Arshad Jawed has resigned from the post of directorship of theCompany w.e.f. March 02 2020; therefore they also resign as Member of Corporate SocialResponsibility Committee and Mr. Mayur Jamnadas Vora and Mr. Shailesh Mavji Vora wareappointed as Members of the Corporate Social Responsibility Committee.

ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE 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. of Complaints disposed off: Nil

RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Securities and Exchange Board of India the Company isnot included in the top 500 listed entities determined on the basis of marketcapitalization as at the end of the immediate previous financial year

i.e. 2019-20. 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 onWednesday February 12 2020 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 NonExecutive 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

In compliance with the provisions of Section 177 of the Act and Regulation 22 of theSEBI Listing Regulations the Company has established a part of vigil mechanism for itsDirectors and employees to report their concerns or grievances. The said mechanism interalia encompasses the Whistle Blower Policy and it provides for adequate safeguardsagainst victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the code of conduct or policy/ies of the Company as adopted/framed from timeto time. The Whistle Blower Policy is available website of the Company athttp://www.tavemier.com/docs/Policies/New Revised/Whistle Blower Policy.pdf

LOAN FROM BODY CORPORATE

During the year under review the Company has not taken any loan from Body Corporate.

LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in the financialstatement. Refer Note No. 14 and Note No. 32 to the financial statement.

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

Particulars of loans are provided in the Financial Statements. Refer Note No.5 of theFinancial Statements.

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

CONSERVATION OF ENERGY:

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.

TECHNOLOGY ABSORPTION:

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 AnnexurelV to this Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act 2013 and Rule 12 ofCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is annexed to this Report as "Annexure V" and a copy of AnnualReturn of the Company in Form MGT-7 for the financial year ended March 312019 is hostedon the Company's website viz. http://www.tavernier.com.

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 VIwhich 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 Act and Rule 5(2) & Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DEMATERIALIZATION

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 isINE355H01015.

UNCLAIMED AND UNPAID DIVIDENDS

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates Practicing Company Secretary has issued acertificate as required under the Listing Regulations confirming that none of theDirectors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as director of the SEBI / Ministry of Corporate Affairs or anysuch statutory authority. The certificate is enclosed with this section as AnnexureVII.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Board and General Meetings and such systems are adequate and operating effectively.

ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs theCompany has adopted Ind AS notified under the Companies (Indian Accounting Standards)Rules 2015. The Financial Statements have been prepared in accordance with Ind AS asnotified under the Companies (Indian Accounting Standards) Rules 2015 read with Section133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 to Ind AS.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the year underreview.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant / material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.

COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19

India is going through a tough phase of a global pandemic-Novel Coronavirus disease(COVID-19). The Indian government is taking all possible measures to keep a check on thespread of this disease within the country.

Accordingly your Company also took part in the mission of social distancing by:

- Conduct of meetings through VC telephone computerised & other electronic means;

- Strictly adhering to the "Do's and Don'ts" advised by the Public HealthAuthorities; and

- To follow other preventive measures prescribed by the local authorities from time totime.

APPRECIATIONS AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company.

Your Directors wish to take the opportunity to place on record their sincereappreciation and gratitude to the Government of India various State Governmentsparticularly the States of Maharashtra Regulatory Authorities Banks FinancialInstitutions shareholders and concerned Government departments and agencies for theircontinued support.

For and on behalf of the Board of Directors Tavernier Resources Limited
Place: Mumbai
Date: August 19 2020 Sudhir Milapchand Naheta
Chairman & Managing Director
DIN: 00297863

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