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Tivoli Construction Ltd.

BSE: 511096 Sector: Infrastructure
NSE: N.A. ISIN Code: INE747V01014
BSE 05:30 | 01 Jan Tivoli Construction Ltd
NSE 05:30 | 01 Jan Tivoli Construction Ltd

Tivoli Construction Ltd. (TIVOLICONSTRUC) - Director Report

Company director report

To The Members

TIVOLI CONSTRUCTION LIMITED Mumbai.

The Directors are pleased to present the Thirty Second Annual Report of your Companytogether with the Audited Financial Statements and the Auditors’ Report for thefinancial year ended 31s' March 2018.

FINANCIAL HIGHLIGHTS (Standalone)

Particulars Amount in Rupees Amount in Rupees
2017-2018 2016-2017
Total Income for the year 2.44938 3.29734
Total Expenditure for the year 5.29198 442382
Profit/(Loss) for the year before Taxation (284260) (112648)
Less: Provision for Current Taxation
Less: Current Tax (relating to prior year) 16.001
Profit/(Loss) after taxation (2.84.260) (128.649)
Other comprehensive income
Items that will not be reclassified to profit or loss
Total comprehensive income for the period (2.84.260) (128649)
Add: Surplus in Profit & Loss account brought forward from previous year 40.12979 4141628
Less: Transfer to General Reserve -—
Balance carried to the Balance Sheet 3728719 4012979

RESERVES:

In view of the loss for the year the Company has not transferred any amounts toReserves for the financial year 2017-18.

DIVIDEND:

In view of the loss for the year the Directors do not recommend any dividend for theyear ended March 31 2018.

FIXED DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 during theyear under review.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year there are no amounts to be transferred to Investor Education andProtection Fund. SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES:

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining salient features of financial statements of its subsidiary in Form AOC- 1 isattached to the Accounts.

CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements of the Company and its Subsidiaryprepared in accordance with the Companies Act 2013 and the applicable AccountingStandards form part of this Annual Report.

DIRECTORS:

Mr. Kirit Thacker Mr. Rakesh Dcsai Mr. Bulchand G. Ahuja and Mrs. Anita Rahejacontinue to be the Directors of the Company. There were no changes in the Directorshipsduring the year. The Company has received declarations from all the Independent Directorsunder Section 149(6) of the Companies Act 2013 confirming their independence vis-a-visthe Company.

DIRECTORS EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation during the year under review. Details of the same are given in theReport on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met five (5) times during the financial year2017-18.

The details of the same arc given in the Corporate Governance Report.

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The composition of the Audit Committee is in conformity with theprovisions of the said section. The Audit Committee comprises of:

1. Mr. Kirit Thacker - Chairman
2. Mr. Rakesh Dcsai - Member
3. Mr. Bulchand Ahuja - Member

The Audit Committee met four times during the year. Details of meetings are included inthe Report on Corporate Governance.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee met once during the year. Details ofmeetings arc included in the Report on Corporate Governance.

STAKEHOLDERS1 RELATIONSHIP COMMITTEE:

During the financial year 2017-18 no complaints were received from shareholders.Moreover there were no complaints pending in the beginning of the financial year and nonewere pending at the close of the financial year 31st March 2018 hence theCommittee has not yet had a meeting during the year. Details of the StakeholdersRelationship Committee are included in the Report on Corporate Governance.

VIGIL MECHANISM 1 WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy toreport concerns about illegal or unethical practices if any. The details of the Policyarc explained in the Report on Corporate Governance

PREVENTION OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthyworking environment that enables employees to work without fear of prejudice gender biasand sexual harassment. The Company has also framed a policy on Prevention of SexualHarassment of Women at workplace. As per the requirement of the Sexual harassment of Womenat Workplace (Prevention prohibition & Redressat) Act 2013 and Rules madethereunder the Company has constituted a Complaint Committee to inquire into complaintsof sexual harassment and recommend appropriate action. During the financial year 2017-18no complaints were received.

CORPORATE SOCIAL RESPONSIBILITY:

The criteria for formulation of Corporate Social Responsibility policy andimplementation thereof arc not applicable to the Company as the Company docs not fulfilthe criteria specified in Section 135(1).

LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company had in earlier years given an Inter Corporate Deposit of Rs. 1575000/- toKanyakumari Builders Pvt Ltd which has been returned back during the year. There arc nonew loans. Guarantees or Investments made during the year.

RELATED PARTY TRANSACTIONS:

There arc no contracts or arrangements with Related Parties during the Financial Year2017-18. Hence the provisions of Section 188(1) are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 st March 2018 the Board ofDirectors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2018 and ofthe profit and loss of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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 andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. As the Company does not have any manufacturing activities particulars required tobe disclosed with respect to the conservation of energy and technology absorption in termsof Section 134 of The Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable and hence not given.

b. During the year under review the foreign exchange outgo / provision is Nil and theforeign exchange inflow is Nil (previous yearNil).

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this report.

CORPORATE GOVERNANCE:

The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance.

A separate section on Corporate Governance together with a certificate from theauditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established set of standards processes and structure which enables itto implement adequate internal financial controls and that the same arc operatingeffectively. The internal financial controls of the Company are commensurate with its sizeand the nature of its operations. The Company has well defined delegation of authoritylimits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work done by the Internal. Statutory' andSecretarial Auditors and the reviews of the Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2017-18.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. N. S. Shetty & Co. Chartered Accountants (FirmRegistration No. 110I04W) the Statutory Auditors of the Company have been appointed for aterm of 5 years (i.e. from the conclusion of the Thirtieth Annual General Meeting untilthe conclusion of the Thirty Fifth Annual General Meeting).

QUALIFICATIONS OF AUDITORS:

The report given by the Auditors on the financial statements of the Company are part ofthe Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

SECRETARIAL AUDITOR:

The Company had appointed M/s. Zama Sodagar & Co. to undertake the SecretarialAudit of the Company. The report of the Secretarial Auditor in Form MR - 3 is annexedherewith as Anncxure 1.

Board’s explanation to the reservations / qualifications by the SecretarialAuditor:

1. Shares of the Company are in physical form: The shareholders in the PromoterCategory are in the process of getting their shares dematted.

2. During the previous Financial Year 2016-2017 the Board meeting held on 21stMarch 2017 was inadvertently not mentioned in the Corporate Governance Report filed withthe BSE for the quarter ended 31t March 2017. It was doe to oversight.

ANNUAL RETURN:

The extract of the Annual Return in Form MGT - 9 is furnished in Annexure II attachedto this Report.

GENERAL:

1 No significant and material orders were passed by the Regulators or courts ortribunals impacting the going concern status and Company's operations in future.

2 No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relateand the date of this report.

3 No fraud has been reported during the audit conducted by the Statutory AuditorsInternal Auditors and Secretarial Auditors of the Company.

For and on behalf of Board of Directors of

TIVOLI CONSTRUCTION LIMITED

Kirit Thacker Rakesh Desai
Director Director
DIN: 00787841 DIN: 00152982
Place: Mumbai