The Members of Tulive Developers Limited operations and financial results of theCompany for the year ended 31st March 2020 together with the Your Directors have greatpleasure in presenting the 58th (Fifty Eighth) Annual Report regarding the auditedstatement of accounts and the report of the auditors.
1. The Directors FINANCIAL RESULTS: are pleased to give the financialhighlights of the company for the year ended 31st March 2020.
|PARTICULARS ||AS ON 31.03.2020 ||AS ON 31.03.2019 |
|Profit / Loss before depreciation ||(12500413.42) ||4466329.45 |
|Less: Extraordinary items ||(111436.00) ||(252028.00) |
|Less: Depreciation ||(3096149) ||- |
|Profit / Loss after depreciation and extra ordinary items ||(9292828.42) ||4214301.45 |
|Years' taxation) Less: Taxation (including earlier ||- ||- |
|Profit / Loss after taxation ||(9292828.42) ||4214301.45 |
2.SHARE The Company did not issue any shares during the year. However the Companybought back 480000CAPITAL: equity shares during the year.
3. The Company continues to be a partner in the partnership firms Tulive Estateand Tulive Builders. The INVESTMENTS: details of the same are provided in Note No.2 to the balance sheet attached to this report.
4. MATERIAL CHANGES AND COMMITMENTS/ EVENTS THAT OCCURRED AFTER THE END OF
There are no Material changes and commitments affecting the financial position of thecompany between FINANCIAL YEAR TILL THE DATE OF THIS REPORT: report. the end of thefinancial year of the company to which the financial statements relate and the date ofthis 5. The Company has no subsidiary company(ies) joint ventures and associatecompanies as on financial DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES: year ended on March 31 2020.
The Company did not accept any deposit from public during the year. 6. DEPOSITS:
The Company has not entered any transaction with related parties within the purview ofsection 188
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES: Companies(Accounts) Rules 2014 read with Section 188 of the Companies Act 2013 does not arise.ofthe Companies Act 2013. Hence the requirement of disclosure in Form AOC-2 pursuant toRule 8 of
8. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:
There were no loans made by the Company under Section 186 of the Companies Act 2013during the Loans: year under review.
There were no guarantees made by the Company under Section 186 of the Companies Act2013 during Guarantees: the year under review.
There were no investments made by the Company under Section 186 of the Companies Act2013 during Investments: the year under review.
The Board of Directors of the Company met 4 (Four) times during the financial year2019-2020. The OF THE BOARD OF DIRECTORS: between two meetings of the board is asprescribed in the Companies Act 2013. details of various Board Meetings are provided inthe Corporate Governance Report. The gap intervening
There were no changes in the composition of directors. No directors resigned during thefinancial year
(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: under review. board meetingheld on 1st September 2020 who shall hold office up to the date of ensuing AGM i.e. 58thMr. Suresh Vaidyanathan was appointed as an Additional Director on the board of theCompany in the designated as whole time director for a period of 5 (five) years. AGM. Itis proposed to appoint Mr. Suresh Vaidyanathan as a Director on the board of the Company
Mr. Sivaswami Venkataramani and Mr. George Johnson Perumbachiruvila were appointed asIndependent
(B) INDEPENDENT DIRECTORS: conclusion of 62nd Annual General Meeting. Directors fora term of 5 years to hold office from the conclusion of 57th Annual General Meeting tillthe forthcoming Annual General Meeting i.e. 58th AGM. Mrs. Nirmal Cariappa holds office inthe capacity of Independent Director till the conclusion of the the recommendation ofNomination and Remuneration Committee and the Board it is proposed to Her term would beexpiring on the conclusion of the forthcoming Annual General Meeting. Based on AGM.re-appoint Mrs. Nirmal Cariappa as Independent Director for a second term of 5 years inthe ensuing under Section 149(7) of the Act that they meet the criteria of independenceas laid down in Section The Company has received necessary declarations from all theIndependent Directors of the Company 149(6) of the Act.
(C) DETAILS OF REMUNERATION TO DIRECTORS:
No remuneration was paid to any director except sitting fees during the financial year2019-2020
(D) RETIRING DIRECTORS: In terms of Section 152 of the Companies Act 2013 readwith the Articles of Association of the Company himself for reappointment at the ensuingAnnual General Meeting subject to the approval of the members. Mr. Ramana Shetty VenkataKrishna Director will be retiring by rotation and being eligible has offered
(E) BOARD COMMITTEES: In terms of the relevant provisions of the Companies Act2013 read with rules made there under and constituted the following committees of theBoard: SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 theCompany has following
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee.
The policy framed by the Nomination and Remuneration Committee under the provisions ofSection178(4) of the Act is as below:
POLICY RELATING TO DIRECTORS:
a. The person to be chosen as a Director shall be of high integrity with relevantexpertise and experience so as to have a diverse Board having expertise in the fields ofeither Real Estate and/or sales / marketing and/or finance and/or taxation and/or lawand/or governance and general management.
b. In case of appointment of Independent Directors the Committee shall satisfy itselfwith regard to the independent nature of the Directors vis-a vis the Company so as toenable the Board to discharge its function and duties effectively.
c. The Nomination & Remuneration Committee shall consider the following attributes/ criteria whilst recommending to the Board the candidature for appointment as Director:
d. In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Dire
ctor and his engagement level.
i. Qualification expertise and experience of the Directors in their respective fields;
ii. Personal Professional or business standing; and
iii. Diversity of the Board.
REMUNERATION POLICY: The Company's remuneration policy is driven by thesuccess and performance of the individual fees for attending the meetings of theBoard.employees and the Company. The Directors have decided not to draw any remunerationexcept sitting variable pay. Individual performance pay is determined by businessperformance of the Company. for its employees the Company follows a compensation mix offixed pay benefits and performance-based and performance incentives to its employeesbelow the Board level. Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component)
Majority of the board members have been with the Company for more than ten years andbeing well
(F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION: the company theirresponsibilities as directors and the best ways to discharge them. The independentqualified are fully aware of the business of the Company as well as risk profile ofbusiness parameters of evaluation in the form of letter to the chairman of the company.directors have met and evaluated the performance of the non-executive directors and haveprovided the Pursuant to the provisions of Section 177 of the Companies Act 2013 theCompany has established a
(G) VIGIL MECHANISM
The details of the same are explained in the Corporate Governance Report. whistleblower policy and there is a mechanism for the directors and employees to report theirconcerns.
During the year all the recommendations of the Audit Committee were accepted by theBoard.
(H) RECOMMENDATION OF AUDIT COMMITTEE:
As required under the provisions of Section 134(3)(p) the Board has carried out anannual performance
(I) BOARD EVALUATION: in which such performance evaluation was carried out is asunder: evaluation of its own performance and that of its committees and individualdirectors and the manner the basis of criteria such as the board composition andstructure effectiveness of board processes itsThe performance of the board was evaluatedby the board after seeking inputs from all the directors on performance and reporting byvarious committees set up by the Board etc. meeting sequence effectiveness ofdiscussion decision making follow- up action quality of information members on thebasis of criteria such as the composition of committees effectiveness of committee. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee of individual directors on the basis of criteria such as exercise ofresponsibilities in a bona fide manner meetings etc. The Board and the Nomination andRemuneration Committee reviewed the performance strategic and lateral thinking strivingto attend meetings of the Board of Directors / Committees of in the interest of theCompany commitment to the role and fiduciary responsibilities as a Board member of theBoard heading / acting as member of various Committees etc. which he/she is a member /general meetings participating in the meetings of the Board / committees
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 in relation to financialstatements (together with the notes to such financial statements) for the year 2019-20the Board of Directors report that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. 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 at the end of the financial year and ofthe loss incured of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the financial statements on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively savein respect of certain non-compliances with the provisions of the Listing agreement whichwill be addressed
(a) STATUTORY AUDITOR:
R Ramalingam & Associates Chartered Accountants (Registration No. 010616S) theStatutory Auditors of the Company will hold office upto the conclusion of the 60th AnnualGeneral Meeting subject to ratification by the shareholders at each of the interveningAnnual General Meeting(s).
(b) SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by S.A.E & Associates LLP Company Secretaries and the report isannexed as Annexure - 4.
(c) INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Company hasappointed M/s. Abhay U Jain & Associates Chartered Accountants (Registration No.207937) as internal auditor of the Company.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
|OBSERVATION ||MANAGEMENT'S REPLY |
|1 The chairman of the audit committee Mr. Sivaswami Venkataramani could not participate in the 57th Annual General Meeting held on 27th September 2019 on account of being unwell'. ||Mr. Sivaswami Venkataramani the chairman of audit committee being unwell could not attend the 57th Annual General Meeting of the Company. However Mr. Venkataramani was appraised of the proceedings of the 57th Annual General Meeting of the Company held on 27th September 2019. |
|2 Management discussion and analysis report did not form part of the annual report for the financial year ended 31st March 2019. ||The Company did not have any other income from operations other than collection of agricultural license fees. The other source of revenue is the share income from the partnership firms in which it is a partner. Hence such report is not annexed to the Annual Report of the Company. However the Management takes note of this omission and will be rectified in the coming years. |
|3. The Company is yet to conduct familiarization programme for independent directors. ||The Company shall introduce a familiarisation programme. |
|4. The limited review or audit report of the Company submitted to the stock exchange during the review period has not been given by an auditor who subjected himself to the peer review process of Institute of Chartered Accountants of India. ||The Company will undertake necessary actions to communicate the same to the Statutory Auditors of the Company. |
|5. The Company has sent the hard copy of annual report to the shareholders. The Listed entity did not however send the soft copy of annual report to the email address of the shareholders available in their records or in the records of the depository which is required to be sent pursuant to Regulation 36 of SEBI (LODR) Regulations 2015. ||The Company has taken note of the said observation and assures that it would comply with the same in the forthcoming years. |
|6 The Company yet to implement certain amendments brought in by SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. The Company has taken note of the said observation and will undertake necessary measures to implement the amendments brought in by SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. || |
|7. As per the SEBI circular: SEBI/HO/MIRSD/ DOS3/CIR/P/2018/115 dated 16th July 2018 on "Strengthening the Guidelines and Raising Industry standards for RTAs Issuer Companies and Banker to an Issue - Clarification (SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated April 20 2018 )" the Company through its RTA is yet to send communication to the shareholders holding shares of the Company in physical form seeking their PAN and bank account details The Company shall take necessary action to send communication through its RTA at the earliest. || |
|8 As per the SEBI circulars: IMD/FPIC/ CIR/P/2018/61 dated 05th April 2018 on "Monitoring of Foreign Investment limits in listed Indian companies" and as per SEBI circular SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May 2018 on "System driven disclosures in the Securities Market" the Company is yet to appoint one depository as its Designated Depository for the purpose of monitoring the foreign investment limit and for the purpose of system driven disclosures with respect to PIT Regulations respectively. The Company will appoint a Designated Depository for the purpose of monitoring the foreign investment limit and system driven disclosures with respect to PIT Regulations. || |
13. PARTICULARS OF EMPLOYEES: During the year there are no employees drawingremuneration in excess of the limits specified in Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
14.PARTICULARS OF ENERGY CONSERVATION FOREIGN EXCHANGE EARNINGS AND OUTGO: TheCompany is not carrying on any manufacturing activity resulting in consumption of powerand did not earn any income in foreign exchange and there was no expenditure involvingforeign exchange technology absorption and hence the disclosures with respect to the sameis not applicable. The Company as out go.
15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Board hasadopted the policies and procedures for ensuring the orderly and efficient conduct of itsand detection of frauds and errors the accuracy and completeness of the accountingrecords and thebusiness including adherence to the Company's policies the safeguardingof its assets the prevention timely preparation of reliable financial disclosures.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE TO BE REPORTED TO THE CENTRAL GOVERNMENT:
There are no such instances reported under sub-section 12 of section 143 by theauditors of the Company
17.RISK MANAGEMENT: The elements of risk threatening the Company's existence arevery minimal. Risk Management committee is not applicable since the same is mandatory onlyfor Top 500 listed Companies.
18. ANNUAL RETURN: The Annual Return pursuant to the provisions of Section 92 readwith Rule 12 of the Companies http://www.tulivedevelopers.com/investors.php. (Managementand Administration) Rules 2014 is uploaded and placed at the website of the Company at
19. REPORT ON CORPORATE GOVERNANCE:A detailed report on Corporate Governance isannexed to this report as Annexure 2. The Company has Regulations 2015 except thoselisted in the Statutory Auditors certificate. complied with the requirements of CorporateGovernance as stipulated in SEBI (Listing Obligation and is Disclosure Requirements)attached to this report. The Certificate obtained from the Statutory Auditors of thecompany regarding compliance of conditions
20. CORPORATE SOCIAL RESPONSIBILITY: The annual report on Corporate SocialResponsibility is annexed herewith as Annexure 1.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year there are no significant and material orders passed by the regulatorsor Courts impacting the going concern status of the Company.
22. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: the Company as the Company has onlytwo employees none of whom are women. complaints during the year. Provisions relating toInternal Complaints Committee is not applicable to
23. MAINTENANCE OF COST RECORDS : The Company is not required to maintainany cost records as specified by the Central Government under sub-section (1) of section148 of the Companies Act 2013.
24. SECRETARIAL STANDARDS:
The Company has complied with provisions laid down in the Secretarial Standards.
25. ACKNOWLEDGMENT: Your Directors are pleased to place on record their sincerethanks for the kind co-operation and all and other stake holders for their continuedsupport and patronage and the Directors look forward forassistance extended by company'sBankers Auditors and all employees and above all the shareholders the same relationshipand cooperation in the years to come.
| ||By order of the Board of Directors |
| ||For TULIVE DEVELOPERS LIMITED -Sd- |
|Place: Chennai ||Ramana Shetty Venkata Krishna |
|Date: 1st September 2020 ||Chairman |
| ||DIN:01470034 |