The Members of
Tulive Developers Limited
1. Your Directors have great pleasure in presenting the 54th (Fifty Fourth)Annual Report regarding the operations and financial results of the Company for the yearended 31st March 2016 together with the Audited Statement of Accounts and theReport of the Auditors.
2. FINANCIAL RESULTS :
The Directors are pleased to give the financial highlights of the company for the yearended 31st March 2016.
|PARTICULARS ||AS ON 31.03.2016 ||AS ON 31.03.2015 |
|Profit before depreciation ||40316470.34 ||76546171.70 |
|Less: Depreciation ||311778.00 ||798423.00 |
|Profit after depreciation ||40004692.34 ||75747748.69 |
|Less: Taxation (including earlier Years' taxation) ||- ||800590.15 |
|Profit after taxation ||40004692.34 ||74947158.54 |
|Add : Surplus brought forward ||653016701.45 ||578069542.91 |
|Surplus carried to Balance Sheet ||693021393.79 ||653016701.45 |
3. SHARE CAPITAL:
The Directors did not issue any right /bonus shares during the year and the paid upcapital of Rs 34843750/- remains same as at 31.03.2016.
The Company continues to be a partner in the partnership firms Tulive Estate andTulive Builders. The details of the same are provided in Note No. 7 to the balance sheetattached to this report.
5. AGRICULTURAL DEVELOPMENTS AND INCOME:
The Company earned license fee of Rs. 600000/- from its agricultural activities - forplucking coconuts and other crops grown in the agricultural lands at Kelambakkam Village(Kancheepuram District) and the Company has also incurred development expenditure onagricultural lands to the extent of Rs. 54.75 Lakhs.
6. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBSEQUENT TO THE DATE OF FINANCIALSTATEMENTS:
Your Directors state that there are no material changes and commitments affecting thefinancial position of the Company subsequent to date of the financial statements.
7. CHANGE IN NATURE OF BUSINESS IF ANY:
Your Directors state that there is no change in business activity of the company duringthe financial year 201516.
Your directors do not recommend any dividend for this financial year.
9. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company has no subsidiary company(ies) joint ventures and associate companies forthe financial year ended on March 312016.
10. TRANSFER TO IEPF:
Your Company has not declared any dividend and hence the question of transfer toInvestor Education and Protection Fund does not arise.
11. FIXED DEPOSITS:
Your Company did not accept any deposit from public during the year.
12. EMPLOYEES STOCK OPTION SCHEME:
The Company has not offered any stock option to the Employees.
13. UNSECURED LOANS:
There are no amounts outstanding against unsecured loans as on 31st March2016.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis. There are no materially significant related party transactions made bythe Company with Promoters Directors or other designated persons which may have apotential conflict with the interest of the Company at large.
The details of the related party transactions as required under Section 134(3)(h) r/wRule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure 1.
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:
The Company does not have any loans guarantees and investments under Section 186 ofCompanies Act 2013.
16. BOARD MEETINGS:
The Board of Directors of the Company met 4 (four) times a year. The details of variousBoard Meetings are provided in the Corporate Governance Report. The gap interveningbetween two meetings of the board is as prescribed in the Companies Act 2013.
(a) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year Ms. Nirmal Cariappa (Women Director) was appointed asadditional director with effect from 30/05/2015 and her appointment as independentdirector for a period of 5 years from the conclusion of 53rd Annual GeneralMeeting till the conclusion of 58th Annual General Meeting was approved by theshareholders in its 53rd Annual General Meeting.
(B) INDEPENDENT DIRECTORS:
The following independent directors who were appointed in 52nd AnnualGeneral Meeting for a period of 5 years continue to be on the Board till the conclusion of57th Annual General Meeting.
a) S. Venkataramani
Ms. Nirmal Cariappa holds office in the capacity of independent director till theconclusion of 58th Annual General Meeting
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in Section 149(6) of the Act.
(C) DETAILS OF REMUNERATION TO DIRECTORS:
No remuneration was paid to any Directors except sitting fees during the financial year2015-2016.
(D) RETIRING DIRECTORS:
In terms of Article 128 of the Articles of Association of the Company Mr. K V RamanaShetty Director will be retiring by rotation and being eligible offers himself forreappointment at the ensuing Annual General Meeting.
(E) BOARD COMMITTEES:
The Company has following committees of the Board:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee.
e) Risk Management Committee
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.
The policy framed by the Nomination and Remuneration Committee under the provisions ofSection 178(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 followingattributes/criteria whilst recommending to the Board the candidature for appointment asDirector:
(i) Qualification expertise and experience of the Directors in their respectivefields;
(ii) Personal Professional or business standing; and
(iii) Diversity of the Board.
d. In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. The Directors have decided not to draw anyremuneration except sitting fees for attending the meetings of the Board.
For its employees the Company follows a compensation mix of fixed pay benefits andperformance based variable pay. Individual performance pay is determined by businessperformance of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances (fixed component) and performance incentives to its employeesbelow the Board level.
(F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION:
Majority of the Board Members have been with the Company for more than ten years andbeing well qualified are fully aware of the business of the Company as well as riskprofile of business parameters of the company their responsibilities as directors and thebest ways to discharge them.
(G) VIGIL MECHANISM:
The Company has established a whistle blower policy and there is a mechanism for thedirectors and employees to report their concerns. The details of the same are explained inthe Corporate Governance Report.
(H) RECOMMENDATION OF AUDIT COMMITTEE:
During the year all the recommendations if any of the Audit Committee were acceptedby the Board.
17. 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 2015-16the 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 profit/loss 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.
The Company's equity shares continue to be listed in the Bombay Stock Exchange Mumbai.The listing fees for the financial year 2016-2017 has already been paid to Bombay StockExchange and Custodial fees have been paid to NSDL and CSDL due for the financial year2016-2017.
(a) FINANCIAL AUDIT: M/s. Bhandari & Keswani Chartered Accountants(Registration No. 000433S) the Statutory Auditors of the Company will hold office up tothe conclusion of the 55th Annual General Meeting of the members and theirappointment is subject to ratification by the shareholders at each of the interveningAnnual General Meeting(s).
(b) SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Secretarial Audit has been carried out by Mr. Adit N Bhuva PractisingCompany Secretary and his report is annexed as Annexure 4.
REPLY TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT:
|S.NO ||OBSERVATION ||MANAGEMENT'S REPLY |
|1 ||The Company is yet to appoint a Company Secretary ||The Company is taking steps to identify and appoint a Company Secretary. |
|3 ||Segment on management discussion and analysis was not part of the annual report for the financial year ended 31st March 2015 ||The Management takes note of this omission and this shall form part of the annual report for the financial year ended 31st March 2016. |
(c) INTERNAL AUDITORS: Pursuant to the provisions of Companies Act 2013 theCompany has appointed M/s Abhay U Jain & Associates Chartered Accountants(Registration No. 207937) as internal auditors.
20. PARTICULARS OF EMPLOYEES:
During the year there are no employees drawing remuneration in excess of the limitsspecified in Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
21. PARTICULARS OF ENERGY CONSERVATION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is not carrying on any manufacturing activity resulting in consumption ofpower and technology absorption. The Company did not earn any income in foreign exchangeand there was no expenditure involving foreign exchange as out go.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detention of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
23. RISK MANAGEMENT
The details with respect to Risk Management Policy and constitution of Risk ManagementCommittee is included in the Corporate Governance report annexed.
24. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure 2.
25. REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance is annexed to this report. The Company hascomplied with the requirements of Corporate Governance as stipulated in Clause 49 of theListing Agreement and SEBI(Listing Obligation and Disclosure Requirements) Regulations2015 except those listed in the Statutory Auditors certificate. The Certificate obtainedfrom the Statutory Auditors of the company regarding compliance of conditions is attachedto this report.
26. CORPORATE SOCIAL RESPONSIBILITY:
The annual report on Corporate Social Responsibility is annexed herewith as Annexure 3.
27. 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 on a going concern basis.
28. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy and the company has notreceived any complaints during the year.
Your Directors are pleased to place on record their sincere thanks for the kindco-operation and all assistance extended by company's Bankers Auditors and all employeesand above all the shareholders and other stake holders for their continued support andpatronage and the Directors look forward for the same relationship and cooperation in theyears to come.
| ||By Order of the Board |
| ||For TULIVE DEVELOPERS LIMITED |
|Place : Chennai 600 034 ||K V RAMASHETTY |
|Date : 13/08/2016 ||CHAIRMAN |