Tivoli Construction Ltd Directors Report.

To The Members,

TIVOLI CONSTRUCTION LIMITED Mumbai.

The Directors are pleased to present the Thirty Third Annual Report of your Company together with the Audited Financial Statements and the Auditors Report for the financial year ended 31st March. 2019.

FINANCIAL HIGHLIGHTS (Standalone)

Particulars Amount in Rupees Amount in Rupees
2018-2019 2017-2018
Total Income for the year 2,95,489 2,44,938
Total Expenditure for the year 6,79,791 5,29,198
Profit/(Loss) for the year before Taxation (3,84,302) (2,84,260)
Less: Provision for Current Taxation
Less: Current Tax (relating to prior year)
Profit/(Loss) after taxation (3,84,302) (2,84,260)
Other comprehensive income
Items that will not be reclassified to profit or loss
Total comprehensive income for the period (3,84,302) (2,84,260)
Add: Surplus in Profit & Loss account brought forward from previous year 37,28,719 40,12,979
Less: Transfer to General Reserve -- --
Balance carried to the Balance Sheet 33,44,417 37,28,719

RESERVES:

In view of the loss for the year, the Company has not transferred any amounts to Reserves for the financial year 2018-19.

DIVIDEND:

In view of the loss for the year, the Directors do not recommend any dividend for the year ended March 31,2019.

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 AND KEY MANAGERIAL PERSONNEL:

Mr. Kirit Thacker, Mr. Rakesh Desai, 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. Mr. Bhimprasad Sharma has continued to be Manager of the Company. During the year, the Company has appointed Mrs. Pinal R. Parekh as Company Secretary and Compliance Officer of the Company w.e.f. 11/12/2018. The Company has appointed Mr. Anand Labade as the Chief Financial Officer of the Company w.e.f. 06/05/2019.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT. 2013:

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.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bulchand Ahuja is liable to retire by rotation at Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which are part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI LODR and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, team work, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met six (6) times during the financial year 2018-19 viz:

(1) 25/05/2018 (2) 08/08/2018 (3) 04/09/2018 (4) 03/11/2018 (5) 11/12/2018 (6) 29/01/2019.

COMMITTEES OF THE BOARD :

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board comprising of Directors of the Company:

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. KLirit Thacker - Chairman
2. Mr. Rakesh Desai - Member
3. Mr. Bulchand Ahuja - Member

The Audit Committee met five times during the year viz. (1) 25/05/2018 (2) 08/08/2018 (3) 04/09/2018 (4) 03/11/2018 (5) 29/01/2019

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section. The Nomination & Remuneration Committee comprises of:

1. Mr. Kirit Thacker - - Chairman
2. Mr. Rakesh Desai - - Member

3. Mr. Bulchand Ahuja - Member

The Nomination & Remuneration Committee met once during the year on 11/12/2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company comprises of three directors. Mr. Kirit Thacker, Non-Executive Independent Director is the Chairman of this Committee and the other two Directors are Mr. Rakesh Desai, Non-Executive, Independent Director and Mr. Bulchand Ahuja, Non-Executive Non-Independent Director.

During the financial year 2018-2019, 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, 2019, hence the Committee has not yet held a meeting during the year.

INDEPENDENT DIRECTORS MEETING:

Committee of Independent Directors which comprises of Mr. Kirit Thacker (Chairman of Committee) and Mr. Rakesh Desai (Member). During the year under review, the Independent Directors met on 29th January, 2019, inter alia, to discuss:

1) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2) Evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIGIL MECHANISM / 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. In accordance with the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, every listed Company is required to have a Vigil Mechanism for the Directors and employees to report their genuine concerns and grievances. Keeping these provisions in mind, the Company has put in place a Whistle Blower Policy. The Audit Committee of Directors is entrusted with the responsibility to oversee the Vigil Mechanism. During the year, no personnel were denied access to the Audit Committee.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (LODR) Regulations, 2015 the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the Executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

INSIDER TRADING COPE:

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the Code of Conduct for Prevention of Insider Trading in securities of the Company, to regulate, monitor and report trading by insiders, designated Persons and such other persons to whom this Code is applicable.

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 & Redressal) 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 2018-19, no complaints were received.

LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review no loans, Guarantees or Investments were made by the Company.

RELATED PARTY TRANSACTIONS;

There are no contracts or arrangements with Related Parties during the Financial Year 2018-19. 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 31st March, 2019, 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, 2019 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 year Nil).

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.

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 are 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 2018-19.

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. 110104W), 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.

DEMATERIALIZATION OF SHARES

The Companys shares are listed on BSE Limited and the Companys Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN of the Company is INE747V01014. As on March 31, 2019,2,68,630 equity shares representing 53.72% of the total shares have been dematerialized.

COMPANYS WEBSITE

The Company has its website namely www.tivoliconstruction.in. The website provides detailed information about the Quarterly Results, Annual Reports and Shareholding patterns and various policies are placed on the website of the Company and the same are updated periodically.

MEANS OF COMMUNICATION

The Company has designatedmailto:tivoliconstruction@yahoo.co.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

SECRETARIAL AUDITOR:

The Company had appointed Mr. Jignesh Makwana to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure I.

Boards explanation to the reservations / qualifications by the Secretarial Auditor:

1. There was no Company Secretary/ Compliance Officer till 11th December. 2018- Due to the small size of the operations of the Company, and since the Company is a loss making Company, despite best efforts, the Company was not able to find a suitable person for the post of Company Secretary, at a reasonable remuneration, we have however appointed Mrs. Pinal Parekh with effect from 11th December, 2018 as the Company Secretary and Compliance Officer of the Company.

2. There was no Chief Financial Officer in the Company during the financial year- As the Members are aware that our Company is making losses and due to the small size of the operations of the Company, despite best efforts, the Company was not able to find a suitable person for the post of CFO, at a reasonable remuneration. The Board has eventually appointed Mr. Anand Labade as the Chief Financial Officer of the Company w.e.f 06/05/2019.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee nor does it have to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT COMMITTEE:

The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence this Committee has not been formed.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items 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. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company - http://www.tivoliconstruction.in/ and also forming part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of Board of Directors of TIVOLI CONSTRUCTION LIMITED

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