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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 present the Thirty Fifth Annual Report of Tivoli Construction Limited(the Company) along with the audited financial statements for the financial year endedMarch 312021. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

FINANCIAL HIGHLIGHTS (Standalone)

Particulars Amount in Rupees Amount in Rupees
2020-2021 2019-2020
Total Income for the year 164463 256.819
Total Expenditure for the year 968497 1109212
Profit/(Loss) for the year before Taxation (804034) (852393)
Less: Provision for Current Taxation
Less: Current Tax (relating to prior year)
Profit/(Loss) after taxation (804034) (852393)
Other comprehensive income Items that will not be reclassified to profit or loss
Total comprehensive income for the period (804034) (852393)
Add: Surplus in Profit & Loss account brought forward from previous year 2492024 3344417
Less: Transfer to General Reserve •— -—
Balance carried to the Balance Sheet 1687990 2492024

RESERVES:

In view of the loss for the year the Company has not transferred any amounts toReserves for the financial year 2020-2021.

DIVIDEND:

In view of the loss for the year the Directors do not recommend any dividend for theyear ended March 31 2021.

COMPANY'S RESPONSE TO COV1D-19;

The COVID-19 pandemic is a global humanitarian and health crisis that continues toimpact everyone. The actions taken by the Central and State Governments to contain thepandemic such as closing of borders and lockdown restrictions have resulted insignificant disruption to people and businesses. While vaccines have been made availablethere are delays in vaccinating large populations increased instances of variants andinfections and consequential stress on the healthcare sector. Subsequently market demandand supply chains have been severely affected.

Among other things the Company's office(s) have been closed and Directors/employeeshave been working from home to observe various social distancing requirements lockdownrules and government-mandated COVID-19 protocols. The Company through various internalcommunications has encouraged its Directors/employees to get themselves vaccinated andthe Company has also taken several steps to facilitate the same. The physical andemotional wellbeing of Directors/employees continues to be top priority for the Company.

Considering the ongoing uncertainties the Company will continue to closely monitor anymaterial changes to future economic conditions. The Company continues to remain vigilantand cautious in this regard. As it stands in short term the situation on business outlookis not very clear but Company remains optimistic in the current year in spite ofchallenging times and environment.

SHARE CAPITAL:

The paid-up equity share capital of the Company was Rs. 50 lakhs as on 31stMarch 2021. During the year under review the Company has not issued any shares neitherhas it granted any stock options or sweat equity.

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:

The Company has one Subsidiary Company viz. Victoria Investments Company Limited as on3L‘ March 2021. Pursuant to the provisions of Section 129 (3) of the Companies Act2013 a statement containing salient features of financial statements of its subsidiary inForm AOC- 1 is attached to the consolidated financial statement and therefore not repeatedin this Report to avoid duplication.

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.

DERECTORSAND KEY MANAGERIAL PERSONNEL:

Mr. Rakesh Desai Mr. Bulchand G. Ahuja and Mrs. Anita Raheja continue to be theDirectors of the Company. Mr. Kirit Thacker whose first term as an Independent Directorended on 27lh September 2020 has ceased to be the Director of the Company witheffect from 28th September 2020. Mr. Sagar Rupani was appointed as anAdditional Non- Executive Independent Director of the Company with effect from 26December 2020 to hold office till the conclusion of the forthcoming Annual GeneralMeeting and subject to the approval of the members in the ensuing General Meeting forappointment as an Independent Director to hold office for a term of five consecutive yearsfrom the date of the ensuing general meeting.

Ms. Prakruti Vaidya continues as the Manager of the Company Mrs. Pinal R. Parekhcontinues as the Company Secretary and the Compliance Officer of the Company and Mr. AnandLabade continues as the Chief Financial Officer of the Company during the year underreview.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR:

Mr. Sagar Jyotkumar Rupani (DIN: 03418732)

Me is a BMS (Bachelor of Management Studies) graduate from Narsee Monjee CollegeMumbai. He passed out in the year 2010. He has 15 years of extensive knowledge andexperience in the field of real estate and textile.

The Board is of the view that his knowledge and expertise will be an asset for thecompany.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (61 OF COMPANIES ACT. 2013:

The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Bulchand Ahuja is liable to retire by rotation at Annual General Meeting and beingeligible offers himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms ofRegulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are mentioned in the Notice which are part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI LODR and thePolicy framed by the Board for Performance Evaluation the Board has carried out theannual performance evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Committees. The performance evaluation of theIndependent Directors was carried out by the entire Board with regard to performance andfulfilment of the independence criteria as specified in the regulations and theirindependence from the management. The performance evaluation of the Chairman and theNon-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance atthe meetings participation and contribution teamwork discussions at the Board/CommitteeMeetings understanding of the business of the Company strategy and quality of decisionmaking etc. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met six (6) times during the financial year20202021 viz:

(1) 24/06/2020 (2) 06/08/2020 (3) 05/09/2020 (4) 06/11/2020 (5) 26/12/2020(6)05/02/2021. COMMITTEES OF THE BOARD :

The Company has several Committees which have been constituted in compliance with therequirements of the relevant provisions of applicable laws and statutes. The variouscommittees were reconstituted alter the appointment of Mr. Sagar Rupani as an AdditionalNon- Executive Independent Director of the Company with effect from 26thDecember 2020

The Company has following Committees of the Board comprising of Directors of theCompany:

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. Rakesh Desai - Chairman
2. Mrs. Anita Raheja - Member
3. Mr. Sagar Rupani - Member

The Audit Committee met four times during the year viz. (1) 24/06/2020 (2) 06/08/2020(3)

06/11/2020 (4) 05/02/2021.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisionsof Section 178 of the Companies Act 2013. The composition of the Nomination &Remuneration Committee is in conformity with the provisions of the said section. TheNomination & Remuneration Committee comprises of:

1. Mr. Rakesh Desai - Chairman
2. Mrs. Anita Raheja - Member
3. Mr. Sagar Rupani - Member

The Nomination & Remuneration Committee met once during the year on 26/12/2020.STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The composition of the Stakeholders RelationshipCommittee . is in conformity with the provisions of the said section. The StakeholdersRelationship Committee comprises of:

1. Mr. Rakesh Desai - Chairman
2. Mrs. Anita Raheja - Member
3. Mr. Sagar Rupani - Member

During the financial year 2020-2021 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 ended 31st March 2021.

The Stakeholders Relationship Committee met once during the year on 24/06/2020.

INDEPENDENT DIRECTORS MEETING:

Committee of Independent Directors which comprises of Mr. Rakesh Desai (Chairman of theCommittee) and Mr. Sagar Rupani (Member). During the year under review the IndependentDirectors met on 5th February 2021 inter alia to discuss:

1) Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole.

2) Evaluation of the quality quantity and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

VIGIL MECHANISM / 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. In accordance with theprovisions of the Companies Act 2013 read with the Companies (Meeting of Board and itsPowers) Rules 2014 every listed Company is required to have a Vigil Mechanism for theDirectors and employees to report their genuine concerns and grievances. Keeping theseprovisions in mind the Company has put in place a Whistle Blower Policy. The AuditCommittee of Directors is entrusted with the responsibility to oversee the VigilMechanism. During the year no personnel were denied access to the Audit Committee.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (LODR) Regulations 2015 the Company has frameda Policy on preservation of documents approved by the Board of Directors of the Company.The Policy is intended to define preservation of documents and to provide guidance to theExecutives and employees working in the Company to make decisions that may have an impacton the operations of the Company. It not only covers the various aspects on preservationof the documents but also the safe disposal/destruction of the documents.

INSIDER TRADING CODE:

In compliance with the SEBI Regulations on prohibition of insider trading the Companyhas adopted the Code of Conduct for Prevention of Insider Trading in securities of theCompany to regulate monitor and report trading by insiders designated Persons and suchother persons to whom this Code is applicable.

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 & Redressal) Act 2013 and Rules madethereunder the Company has constituted a Internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action.

During the financial year 2020-2021 no complaints were received. Your Directorsfurther state that during the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review the Company has not given any new loans or guarantees ormade any fresh investments under Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with Related Parties during the Financial Year20202021 as enumerated under Section 188(1) of the Companies Act 2013. Hence the Boarddoes not comment on this point.

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 2021 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 2021 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 year Nil).

DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRALGOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 IS REQUIRED BYTHE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

Not applicable to the Company.

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.

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 are 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 2020-2021.

DEMATERIALIZATION OF SHARES:

The Company's shares are listed on BSE Limited and the Company's Registrar and ShareTransfer Agents have connectivity with National Securities Depository Ltd. & CentralDepository Services ( India) Ltd. The ISIN of the Company is INE747V01014. As on March 312021 284630 equity shares representing 56.93% of the total shares have beendematerialized.

COMPANY'S WEBSITE:

The Company has its website namely www.tivoliconstruction.in. The website providesdetailed information about the Quarterly Results Annual Reports and Shareholding patternsand various policies are placed on the website of the Company and the same are updatedperiodically.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act as amended theAnnual Return as on March 31 2021 is available on the Company's websitewww.tivoliconstruction.in and the web link for the same ishttp://tivoliconstruction.in/wp-content/uploads/2021/09/MGT-9- Tivoli-2021.pdf

MEANS OF COMMUNICATION

The Company has designated tivoliconstruction@yahoo.co.in as an email id for thepurpose of registering complaints by investors and displayed the same on the website ofthe Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company had appointed Mr. Jignesh Makwana Practising Company Secretary Mumbai toundertake the Secretarial Audit of the Company pursuant to the provisions of Section 204of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.There was no qualification/ reservation or adverse remark given bythe Secretarial Auditor of the Company. The report of the Secretarial Auditor in Form MR -3 is annexed herewith as Annexure I.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which need to be mentioned in the Board's Report.

MATERIAL CHANCES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED FROM APRIL 01. 2021 AND DATE OF THE REPORT:

There arc no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.

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. 110101W) were appointed as the Statutory Auditors of the Company tillthe conclusion of the Annual General meeting to be held in 2021. The present auditors M/s.N. S. Shetty & Co. Chartered Accountants have offered themselves and are eligible forre-appointment for a further term of 5 years from the conclusion of the ensuing Annualgeneral Meeting to the 40th Annual General Meeting to be held in the year 2026subject to the approval by the members in the ensuing Annual General Meeting.

As required under the provisions of Section 139 and 141 of the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 the Company has received written consentand certificate from M/s. N.S. Shetty & Co. Chartered Accountants proposing to bere-appointed as Auditors upto conclusion of the 40lh Annual General Meeting ofthe Company to the effect that their re-appointment if made would be in conformity withthe limits specified in the said Section. Pursuant to SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review' Board of the Institute of CharteredAccountants of India.

Your Board is of the opinion that the continuation of M/s. N. S. Shetty & Co.Chartered Accountants as Statutory Auditors for the further term of five years will be inthe best interest of the Company and therefore members are requested to consider theirre-appointment as Statutory Auditors of the Company.

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.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

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. 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.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and place on record their sincereappreciation of the assistance and co-operation that the Company has been receiving fromits employees as also from the Banks.

The Directors mourn the loss of life due to COV1D-19 pandemic in the Country and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

Your Directors would also like to thank the customers suppliers and shareholders fortheir continued support and co-operation.

For and on behalf of Board of Directors of TIVOLI CONSTRUCTION LIMITED

AnrhrRrrheja Rakesh Desai
Director Director
DIN: 00306794 DIN: 00152982

Place: Mumbai

.