Tivoli Construction Ltd Directors Report.

To The Members,

TIVOLI CONSTRUCTION LIMITED Mumbai.

The Directors are pleased to present the Thirty Second Annual Report of your Company together with the Audited Financial Statements and the Auditors’ Report for the financial year ended 31s March, 2018.

FINANCIAL HIGHLIGHTS (Standalone)

Particulars Amount in Rupees Amount in Rupees
2017-2018 2016-2017
Total Income for the year 2.44,938 3.29,734
Total Expenditure for the year 5.29,198 4,42,382
Profit/(Loss) for the year before Taxation (2,84,260) (1,12,648)
Less: Provision for Current Taxation
Less: Current Tax (relating to prior year) 16.001
Profit/(Loss) after taxation (2.84.260) (1,28.649)
Other comprehensive income
Items that will not be reclassified to profit or loss
Total comprehensive income for the period (2.84.260) (1,28,649)
Add: Surplus in Profit & Loss account brought forward from previous year 40.12,979 41,41,628
Less: Transfer to General Reserve -—
Balance carried to the Balance Sheet 37,28,719 40,12,979

RESERVES:

In view of the loss for the year, the Company has not transferred any amounts to Reserves for the financial year 2017-18.

DIVIDEND:

In view of the loss for the year, the Directors do not recommend any dividend for the year ended March 31, 2018.

FIXED DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year there are no amounts to be transferred to Investor Education and Protection Fund. SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES:

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of financial statements of its subsidiary in Form AOC- 1 is attached to the Accounts.

CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements of the Company, and its Subsidiary prepared in accordance with the Companies Act, 2013 and the applicable Accounting Standards form part of this Annual Report.

DIRECTORS:

Mr. Kirit Thacker, Mr. Rakesh Dcsai, Mr. Bulchand G. Ahuja and Mrs. Anita Raheja continue to be the Directors of the Company. There were no changes in the Directorships during the year. The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

DIRECTORS EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation during the year under review. Details of the same are given in the Report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met five (5) times during the financial year 2017-18.

The details of the same arc given in the Corporate Governance Report.

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Kirit Thacker - Chairman
2. Mr. Rakesh Dcsai - Member
3. Mr. Bulchand Ahuja - Member

The Audit Committee met four times during the year. Details of meetings are included in the Report on Corporate Governance.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee met once during the year. Details of meetings arc included in the Report on Corporate Governance.

STAKEHOLDERS1 RELATIONSHIP COMMITTEE:

During the financial year 2017-18, no complaints were received from shareholders. Moreover there were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year 31st March, 2018, hence the Committee has not yet had a meeting during the year. Details of the Stakeholders Relationship Committee are included in the Report on Corporate Governance.

VIGIL MECHANISM 1 WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy arc explained in the Report on Corporate Governance,

PREVENTION OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual harassment of Women at Workplace (Prevention, prohibition & Redressat) Act, 2013 and Rules made thereunder, the Company has constituted a Complaint Committee to inquire into complaints of sexual harassment and recommend appropriate action. During the financial year 2017-18, no complaints were received.

CORPORATE SOCIAL RESPONSIBILITY:

The criteria for formulation of Corporate Social Responsibility policy and implementation thereof, arc not applicable to the Company as the Company docs not fulfil the criteria specified in Section 135(1).

LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company had in earlier years given an Inter Corporate Deposit of Rs. 15,75,000/- to Kanyakumari Builders Pvt Ltd which has been returned back during the year. There arc no new loans. Guarantees or Investments made during the year.

RELATED PARTY TRANSACTIONS:

There arc no contracts or arrangements with Related Parties during the Financial Year 2017-18. Hence the provisions of Section 188(1) are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 st March, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2018 and of the profit and loss of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company 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 and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable 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 to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

b. During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous yearNil).

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

CORPORATE GOVERNANCE:

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate section on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same arc operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal. Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2017-18.

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 (Firm Registration No. 110I04W), the Statutory Auditors of the Company have been appointed for a term of 5 years (i.e. from the conclusion of the Thirtieth Annual General Meeting until the conclusion of the Thirty Fifth Annual General Meeting).

QUALIFICATIONS OF AUDITORS:

The report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR:

The Company had appointed M/s. Zama Sodagar & Co. to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Anncxure 1.

Board’s explanation to the reservations / qualifications by the Secretarial Auditor:

1. Shares of the Company are in physical form: The shareholders in the Promoter Category are in the process of getting their shares dematted.

2. During the previous Financial Year 2016-2017, the Board meeting held on 21st March, 2017 was inadvertently not mentioned in the Corporate Governance Report filed with the BSE, for the quarter ended 31t March, 2017. It was doe to oversight.

ANNUAL RETURN:

The extract of the Annual Return in Form MGT - 9 is furnished in Annexure II attached to this Report.

GENERAL:

1, No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and Companys operations in future.

2, No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

3, No fraud has been reported during the audit conducted by the Statutory Auditors, Internal Auditors, and Secretarial Auditors of the Company.

For and on behalf of Board of Directors of

TIVOLI CONSTRUCTION LIMITED

Kirit Thacker Rakesh Desai
Director Director
DIN: 00787841 DIN: 00152982
Place: Mumbai