The Members of Tulive Developers Limited
Your Directors have great pleasure in presenting the 57th (Fifty Seventh) annual reportregarding the operations and financial results of the Company for the year ended 31StMarch 2019 together with the audited statement of accounts and the report of the auditors.
1. FINANCIAL RESULTS:
The Directors are pleased to give the financial highlights of the company for the yearended 31St March 2019.
|PARTICULARS ||AS ON 31.03.2019 ||AS ON 31.03.2018 |
|Profit before depreciation ||4466329.45 ||10568624.81 |
|Less: Depreciation ||(252028.00) ||(99048.00) |
|Less: Extraordinary items ||- ||4550528.00 |
|Profit after depreciation and extra ordinary items ||4214301.45 ||10469576.81 |
|Less: Taxation (including earlier Years' taxation) ||- ||(111887) |
|Profit after taxation ||4214301.45 ||1035768981 |
2. SHARE CAPITAL:
The Company did not issue any shares during the year.
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. 2 to the balance sheetattached to this report.
4. 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 VillageKancheepuram District.
5. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBESQUENT TO THE DATE OF FINANCIALSTATEMENTS:
The Board of Directors of the Company at their meeting held on 22nd February 2019recommended buyback of 480000 equity shares of Rs.10 each at a price of Rs. 350 pershare. Approval of shareholders was obtained by way of special resolution through postalballot the result of which was declared on 5th April 2019. The buyback was completed on19thJune 2019. Consequenttothe buyback of 480000 equity shares the Company made paymentof Rs.168000000 and the share capital of the Company stands reduced at Rs. 21543750.
6. CHANGE IN NATURE OF BUSINESS IF ANY:
Your directors state that there is no change in business activity of the company duringthe financial year 2018-19.
Your directors do not recommend any dividend for this financial year.
8. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company has no subsidiary company(ies) joint ventues and associate companies forthe financial year ended on March 31 2019.
9. TRANSFER TO RESERVES:
The Company has not transferred any amount to general reserve during the period underreview
10. TRANSFER TO IEPF:
Your Company has not declared any dividend and hence question of transfer to InvestorEducation and Protection Fund does not arise.
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 March 2019.
14. RELATED PARTY TRANSACTIONS:
The Company has not entered into any transaction with related parties with in themeaning of section 188 of the Companies Act 2013.
15. 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 year under review.
There were no guarantees made by the Company under Section 186 of the Companies Act2013 during the year under review.
There were no investments made by the Company under Section 186 of the Companies Act2013 during the year under review.
16. BOARD MEETINGS:
The Board of Directors of the Company met 5 (Five) times during the year. The detailsof various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.
(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There were no changes in the composition of Directors. No directors resigned during thefinancial year under review.
Mr Sumit Mundhra (M.No 41507) was appointed as Company Secretary cum Compliance officerof the Company with effect from 14th February 2019.
(B) IN DEPEN DENT DIRECTORS:
Mr S. Venkataramani and Mr P. J. George were appointed as independent directors for aterm of 5 years to hold office from the conclusion of 52nd Annual General Meeting till theconclusion of 57th Annual General Meeting.
Their term would be expiring on the conclusion of the forthcoming Annual GeneralMeeting. Based on the recommendation of Nomination and Remuneration Committee and theBoard it is proposed to reappoint Mr S. Venkataramani and Mr P. J. George asIndependent Directors for a second term of 5 years in the ensuingAGM.
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 director except sitting fees during the financial year2018-2019.
(D) RETIRING DIRECTORS:
In terms of Article 128 of the Articles of Association of the Company Mr. Atul Guptadirector will be retiring by rotation and being eligible offers himselffor reappointmentat the ensuing Annual General Meeting.
(E) BOARD COMMITTEES:
The Company has following committees ofthe Board:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stake holders Relationship Committee
d) Corporate Social Responsibility 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) ofthe 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 considerthe followingattributes/criteria whilst recommendingto the Board the candidature for appointment asDirector:
(i) Qualification expertise and experience ofthe Directors in their respective fields;
(ii) Personal Professional or business standing; and
(iii) Diversity ofthe Board.
d. In case of reappointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation ofthe 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 ofthe 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. The independent directors have met and evaluated theperformance of the non-executive directors and have provided the evaluation in the form ofIetterto the chairman of the company.
(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) RECOMMEN DATION OF AUDIT COMMITTEE:
During the year all the recommendations if any of the Audit Committee were acceptedby the Board.
(I) BOARD EVALUATION:
As required under the provisions of Section 134(3)(p) the Board has carried out anannual performance evaluation of its own performance and that of its committees andindividual directors and the manner in which such performance evaluation was carried outis as under:
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes its meeting sequence effectiveness of discussiondecision making follow- up action quality of information performance and reporting byvarious committees set up by the Board etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas exercise of responsibilities in a bona fide manner in the interest of the Companycommitment to the role and fiduciary responsibilities as a Board member strategic andlateral thinking striving to attend meetings of the Board of Directors / Committees ofwhich he/she is a member/ general meetings participating in the meetings of the Board /committees of the Board heading/acting as member of various Committees etc.
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) forthe year 201 8-1 9the Board of Directors reportthat:
( i ) In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relatingto material departures;
( ii ) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit 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 in due course.
The Company s equity shares continue to be listed in the Bombay Stock Exchange Limited.The listing fees for the financial year 2019-2020 has already been paid to Bombay StockExchange and Custodial fees have been paid to NSDL and CDSL due forthe financial year2019-2020.
(a) FINANCIAL AUDIT:
R. Ramalingam & Associates Chartered Accountants (Registration No. 0106165) 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 AUDIT:
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 AUDITORS:
Pursuant to the provisions of Companies Act 2013 the Company has appointed M/s AbhayU Jain & Associates Chartered Accountants (Registration No. 207937) asinternalauditors.
20. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
(i) There was no qualifications reservations or adverse remarks made by the Auditorsin their report.
(ii) Reply to observations in Secretarial Audit Report of the Company is as follows:
|OBSERVATION ||MANAGEMENT'S REPLY |
|The Company had not appointed a Company Secretary in full time employment upto 13" February 2019; the Company had also received a notice from BSE Ltd in relation to non-compliance of regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 on 12" February 201 9 ||The Company appointed a Company in full time employment with secretary effect from 14th February 2019. |
| ||The Company appointed a qualified company secretary as compliance officer |
| ||February 2019 |
| ||With effect from 14 |
|2. Management discussion and analysis report did not form part Of the annual report for the financral year ended315 March 2078 ||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 firm in which it is a partner. |
| ||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 d'recwrs- ||The Company shall introduce a familiarisation programme during the Financial year 2019-20. |
|4. The Company's financial auditor is not yet peer reviewed ||The Company will take steps to rectify this. |
|5. As required under Regulation 52(3)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company has not furnished a declaration to BSE for the audit report issued with unmodified opinion for the annual audited financial results for the year ended 31st March 2018. However the audit report submitted with stock exchange for the financial year ended 31st March 2018 was with unmodified opinion. ||The Company took note of the same. However the audit report submitted with stock exchange for the financial year ended 31st March 2018 was with unmodified opinion |
|As per SEBI circular IMD/FPIC/CIR/P/2018/61 dated 05th April 2018 on Monitoring of Foreign Investment limits in listed Indian companies the Company is yet to appoint one depository as its Designated Depository for the purpose of monitoring the foreign investment limit. However as per the shareholding pattern filed with BSE by the Company the Company does not have any foreign investments. ||The Company shall take necessary action to comply with the said circular at the earliest. |
|As per SEBI circularSEBI/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 system driven disclosures with respect to PIT Regulations ||The Company shall take necessary action to comply with the said circular at the earliest. |
|A5 per SEBI/HO/MIRSD/DOS3/CIR/P/2018/1 15 dated 16th luly 2018 on Strengthening the Guidelines and Raising Industry standards for RTAs Issuer Companies and Banker to an Issue Clarification (SEBI/HO/MlRSD/DOPI/ClR/P/ZO18/73 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. |
|The amount required to be spent towards CSR has not been spent. ||The Company is in the process of identifying the specific institutions/ areas where it can contribute. However the Board has constituted the CSR Committee and the CSR committee had recommended that Schedule V to the Companies Act 2013 be adopted as the Company's CSR Policy. The Board has adopted the same . |
21 . PARTICULARS OF EMPLOYEES:
During the year there are no employees drawing remuneration in excess ofthe limitsspecified in Rules 5(2) & 5(3) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
22. 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 and hence the disclosures with respect to the same is notapplicable. The Company did not earn any income in foreign exchange and there was noexpenditure involving foreign exchange as out go.
23. 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.
24. 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 ofthe company.
25. RISK MANAGEMENT:
The elements of riskthreatening the Company s existence are very minimal. RiskManagement. committee is not applicable since the same is mandatory only for Top 500listed Companies.
26. ANNUAL RETURN:
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 in Form MGT 9 is annexedherewith as Annexure 1.
27. REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance is annexed to this report (Annexure - 3). TheCompany has complied with the requirements of Corporate Governance as stipulated in SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 except those listed inthe Statutory Auditors certificate. The Certificate obtained from the Statutory Auditorsof the company regarding compliance of conditions is attached to this report.
28. CORPORATE SOCIAL RESPONSIBILITY:
The annual report on Corporate Social Responsibility is annexed herewith as Annexure 2.
29. 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 ofthe Company.
30. 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 duringthe year.Provisions relating to Internal ComplaintsCommittee is not applicable to the Company as the Company has only two employees none ofwhom are women.
31 . MAINTENANCE OF COST RECORDS:
The Company is not required to maintain any cost records as specified by the CentralGovernment under sub-section (1 ) of section 148 ofthe Companies Act 2013.
32. SECRETARIAL STAN DARDS:
The Company has complied with applicable provisions in the secretarial standards
Your Directors are pleased to place on record their sincere thanks for the kind cooperation and all assistance extended by company s Bankers Auditors and all employeesand above all the share holders 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 ||-Sd- |
|DATE : 14th August 2019 ||K.V. RAMANA SHETTY |
| ||CHAIRMAN |
| ||DIN : 01470034 |