Tavernier Resources Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Companys 24th Annual Report and the Companys audited financial statement for the financial yearended March 31,2018.

FINANCIAL SUMMARY

The ComDanvs financial Derformance for the vear ended March 31.2018 is summarised below:

(Rsin Lakhs]
PARTICULARS FOR THE YE March 31,2018 EAR ENDED

March 31,2017

Revenue from Operations 1,436.33 225.71
Other Income 176.81 166.78
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA) 148.80 65.52
Less: Finance Costs 22.49 18.48
Less: Depreciation and amortization expense 6.50 6.49
Profit/(Loss) before Exceptional Items and Tax 119.81 40.55
Exceptional Items - -
Profit/(Loss) before Tax 119.81 40.55
Less: Tax Expenses (32.69) (12.30)
Profit/(Loss) After Tax 87.12 28.25
Surplus from previous year brought forward 230.70 202.45
Transfer to General Reserve - -
Amount available for appropriation 317.82 230.70

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the financial year under review, your Companys Operating Income was Rs 1,436.33 Lakhs as against Rs 225.71 Lakhs in the previous year. Other Income for the financial year 2017-18 stood atRs 176.81 Lakhs as against Rs 166.78 Lakhs in the previous year.

The Company has reported Net Profit of Rs 87.12 Lakhs as against Net Profit of Rs 28.25 Lakhs in the previous year.

The Net Profit generated by the Company has not been transferred to General Reserve as the same has been intended to utilize for the Companys future plans.

The Company, through its Board of Directors and management, is taking efforts to reach at higher level by setting a benchmark. The Company also wishes to explore its business in future by keeping in view the dynamism of global market.

SHARE CAPITAL

The Paid up Share capital as on March 31,2018 was Rs 59,790,000.

DIVIDEND

The Board of Directors has not recommended any dividend and has decided to conserve funds for Companys future plans.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report. Refer Annexure I of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Ventures and Associate Companies.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Paid-up Share Capital of the Company is less than Rs. 10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial Results of the Company for the year ended March 31,2018.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company had not entered into material related party transactions.

Members may refer Note No. 31 to the financial statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has in its place a Risk Management Policy. Your Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Rajkumari Sudhir Naheta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

During the year under review, Ms. Aditi Aditya Dugar, who was eligible to retire by rotation, was re-appointed as a Director at the 23rd Annual General Meeting held on September27,2017.

Mr. Shashi Krishna Balsekar has resigned from the post of directorship of the Company w.e.f. November 13,2017 due to his pre-occupation elsewhere. The Board places on record its appreciation towards valuable contribution made by Mr. Shashi Krishna Balsekarduring his tenure as a Director of the Company.

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Sudhir Milapchand Naheta as Managing Director of the Company for a period of 5 (five) years with effect from March 02,2019, subject to approval of shareholders, as his current term of office is upto March 01,2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the Listing Regulations. The Independent Directors of the Company as on March 31,2018 are as under:

a) Mr. PradeepkumarJayantikumarJhaveri

b) Mr.Ankush Jain

c) Mr.Arshad Jawed

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment/re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. None of the Directors are related inter-se to each other save and except Mr. Sudhir Milapchand Naheta, Ms. Rajkumari Sudhir Naheta and Ms. Aditi Aditya Dugar.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure II.

PERFORMANCE EVALUATION

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

M/s. Alok Sinhal & Co., Chartered Accountants (Firm Registration Number: 013811N) was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27,2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products/services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

SECRETARIAL AUDITOR

The Board had appointed M/s. Sonal Kothari & Associates, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DISCLOSURES:

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the Financial Year 2017-18 and the dates for the same are as under:

- May 29,2017

- August 10,2017

- August24,2017 October 18,2017 November 13,2017

- February 12,2018

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

RECONSTITUTION OF COMMITTEES

Subsequent to resignation of Mr. Shashi Krishna Balsekar from the post of directorship of the Company w.e.f. November 13, 2017, the Board has reconstituted the Committees namely Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility ("CSR") Committee.

AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
*Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the following Independent Directors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
*Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following Independent Directors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
*Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

CORPORATE SOCIAL RESPONSIBILITY("CSR") COMMITTEE

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 for the Financial Year 2017-18. However, the Company has in its place, a duly constituted CSR Committee which comprises of the following Independent Directors:

Name Designation
Mr. Pradeepkumar Jayantikumar Jhaveri Chairperson
*Mr. Shashi Krishna Balsekar Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

*Mr. Shashi Krishna Balsekar has resigned from the post of directorship of the Company w.e.f. November 13,2017.

ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. ofComplaints disposed off: Nil

The Board of Directors of the Company has in its place Anti-Sexual Harassment Committee.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Securities and Exchange Board of India, the Company is not included in the top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year

i.e., 2017-18. Therefore constitution of Risk Management Committee is not applicable to the Company.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Monday, February 12, 2018, inter- alia, to discuss:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non- Executive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s), directors and other stakeholders to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time.

LOAN FROM BODY CORPORATE

Particulars of loan taken from Starmark Marketing Private Limited (Company / Body Corporate) are provided in the financial statement. Refer Note No. 16 to the financial statement.

LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in the financial statement. Refer Note No. 15 and Note No.31 to the financial statement.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans are provided in the financial statement. Refer Note No. 4 & 5 to the financial statement.

During the Financial Year under review, the Company has not made any investment, neither given any guarantee nor provided any security.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The Company does not have any Foreign Exchange earnings or outgo during the financial year under review.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure IV to this Report.

EXTRACT OFANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith asAnnexureVtothis Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Financial Statement have been placed on the website of the Company - www.tavernier.com under the Financials Section.

The Audited Financial Statement shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES

The Companys equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The Scrip Code of the Company is 531190 and the ISIN of the Company is IN E355H01015.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters 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 under any scheme.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Directors of the Company receive any remuneration or sitting fees or commission from the Company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee orthe Board.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors
Place: Mumbai
Date: August 27, 2018 Sudhir Milapchand Naheta
Chairman & Managing Director
DIN: 00297863