To
The Members of Tulive Developers Limited
Your directors have great pleasure in presenting the 61st (Sixty first)
Annual Report regarding the operations and financial results of the Company for the
financial year ended 31st March 2023 together with the audited statement of
accounts and the report of the auditors.
1. FINANCIAL RESULTS:
The financial highlights of the Company for the financial year ended 31st
March 2023 is as follows:
| PARTICULARS |
AS ON 31.03.2023 |
AS ON 31.03.2022 |
| Profit / (Loss) before depreciation |
33,20,721 |
(1,67,24,609) |
| Less: Depreciation |
33,94,051 |
30,68,900 |
| Less: Extraordinary items |
(24,27,864) |
- |
| Profit / (Loss) after depreciation and extra ordinary items |
1,18,41,319 |
(1,97,93,509) |
| Less: Taxation (including earlier Years taxation) & Provision |
- |
- |
| Profit / (Loss) after taxation |
1,26,21,934 |
(1,97,93,509) |
2. SHARE CAPITAL:
The Company did not issue any shares during the year.
3. INVESTMENTS:
The Company continues to be a partner in the partnership firm Tulive Estate. The
details of the same are provided in Note No. 2 of the balance sheet attached to this
report.
4. CHANGE IN NATURE OF BUSINESS:
There is no change in business activity of the Company during the year under review.
5. TRANSFER TO RESERVES:
The Company has not transferred any amount to general reserve during the period under
review.
6. MATERIAL CHANGES AND COMMITMENTS/ EVENTS THAT OCCURRED AFTER THE END OF FINANCIAL
YEAR TILL THE DATE OF THIS REPORT:
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of this report.
7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has no subsidiary company(ies), joint ventures or associate companies as on
financial year ended on March 31, 2023.
8. DEPOSITS:
The Company did not accept any deposit from public during the year.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES:
The Company has not entered into any transaction with related parties within the
purview of section 188 of the Companies Act, 2013. Hence the requirement of disclosure in
form AOC-2 pursuant to rule 8 of Companies (Accounts) Rules, 2014 read with section 188 of
the Companies Act, 2013 does not arise.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
Loans:
There were no loans made by the Company under section 186 of the Companies Act, 2013
during the year under review.
Guarantees:
There were no guarantees made by the Company under section 186 of the Companies Act,
2013 during the year under review.
Investments:
There were no investments made by the Company under section 186 of the Companies Act,
2013 during the year under review.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met 6 (Six) times during the financial year
2022-23. The details of various Board Meetings are provided in the Corporate Governance
Report. The gap intervening between two meetings of the board is as prescribed in the
Companies Act, 2013 and circulars issued by the MCA & SEBI on account of the COVID
pandemic.
(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There is no change in directors and Key Managerial Personnel during the period under
review.
(B) INDEPENDENT DIRECTORS:
Mr. Sivaswami Venkataramani and Mr. George Johnson Perumbachiruvila were re-appointed
as Independent Directors for a term of 5 years, to hold office from the conclusion of 57th
Annual General Meeting till the conclusion of 62nd Annual General Meeting.
Mrs. Nirmal Cariappa was re-appointed as Independent Director for a term of 5 years to
hold office from the conclusion of 58th Annual General Meeting till the
conclusion of 63rd Annual General Meeting.
The Company has received the necessary declarations from all the Independent Directors
of the Company under Section 149(7) of the Act, that they meet the criteria of
independence as laid 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 year
20222023.
(D) RETIRING DIRECTORS:
In terms of section 152 of the Companies Act, 2013 read with the articles of
association of the Company, Mr. Suresh Vaidyanathan, Director will be retiring by rotation
and being eligible has offered himself for reappointment at the ensuing annual general
meeting subject to the approval of the members.
(E) BOARD COMMITTEES:
In terms of the relevant provisions of the Companies Act, 2013 read with rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015,
the Company has constituted the following committees of the Board:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee.
The composition of the above-mentioned committees, their respective roles and
responsibilities are outlined in the Report on Corporate Governance.
The policy framed by the Nomination and Remuneration Committee under the provisions of
Section 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 relevant
expertise and experience, so as to have a diverse Board having expertise in the fields of
either Real Estate, and/or sales /marketing, and/or finance and/or taxation and/or law
and/or governance and general management.
b. In case of appointment of Independent Directors, the Committee shall satisfy itself
with regard to the independent nature of the Directors vis-a vis the Company so as to
enable the Board to discharge its function and duties effectively.
c. The Nomination & Remuneration Committee shall consider the following attributes
/ criteria, whilst recommending to the Board the candidature for appointment as Director:
i. Qualification, expertise and experience of the Directors in their respective fields.
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 into
consideration the performance evaluation of the Director and his/her engagement level.
REMUNERATION POLICY:
The Companys remuneration policy is driven by the success and performance of the
individual employees and the Company. The Directors have decided not to draw any
remuneration except sitting fees for attending the meetings of the Board.
For its employees, the Company follows a compensation mix of fixed pay, benefits and
performance-based variable pay. Individual performance pay is determined by the business
performance of the Company. The Company pays remuneration by way of salary, benefits,
perquisites and allowances (fixed component) and performance incentives, to its employees
below 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 and
being well qualified are fully aware of the business of the Company as well as risk
profile of business parameters of the Company, their responsibilities as directors and the
best ways to discharge them. The independent directors have met and evaluated the
performance of the non-executive directors and have provided the evaluation in the form of
letter to the chairman of the Company.
(G) VIGIL MECHANISM:
Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has
established a whistle blower policy and there is a mechanism for the directors and
employees to report their concerns. The details of the same are explained in the Corporate
Governance Report.
(H) RECOMMENDATION OF AUDIT COMMITTEE:
During the year, all the recommendations of the Audit Committee were accepted by the
Board.
(I) BOARD EVALUATION:
As required under the provisions of Section 134(3)(p), the Board has carried out an
annual performance evaluation of its own performance and that of its committees and
individual directors and the manner in which such performance evaluation was carried out
is as under:
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, its meeting sequence, effectiveness of discussion,
decision making, follow- up action, quality of information, performance and reporting by
various committees set up by the Board, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual directors on the basis of criteria such
as exercise of responsibilities in a bona fide manner in the interest of the Company,
commitment to the role and fiduciary responsibilities as a Board member, strategic and
lateral thinking, striving to attend meetings of the Board of Directors / Committees of
which 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.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, in relation to financial
statements (together with the notes to such financial statements) for the financial year
2022-23, the Board of Directors report that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. 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 at the end of the financial year and of
the profit incurred of the Company for that period;
iii. 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;
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 the
company and that such internal financial controls are adequate and were operating
effectively.
vi. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively save
in respect of certain non-compliances with the provisions of the Listing agreement, which
will be addressed in due course.
13. AUDITORS:
(a) STATUTORY AUDITOR:
R Ramalingam & Associates, Chartered Accountants (Firm Registration No. 010616S),
were appointed as the Statutory Auditors of the Company at the 60th annual
general meeting and will hold office for a period of 5 year up to the conclusion of the 65th
annual general meeting.
(b) SECRETARIAL AUDITOR:
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 has
been carried out by S.A.E & Associates LLP, Company Secretaries, and the report is
annexed as Annexure - 3.
(c) INTERNAL AUDITOR:
Pursuant to the provisions of section 138 of the Companies Act, 2013, the Company has
appointed Abhay U Jain & Associates, Chartered Accountants (Firm Registration No.
207937) as internal auditor of the Company.
14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
i. There were no qualifications, reservations or adverse remarks made by the
Auditors in their report.
ii. The explanation / comments to observations as detailed out in the Secretarial
Audit Report of the Company are as follows:
| S.NO |
OBSERVATION |
MANAGEMENTS REPLY |
| 1 |
The management discussion and analysis report did not form part of the annual report
of the Company for the financial year ended 31st March 2022. |
The Company did not have any income from operations. The source of revenue is the
share income/(loss) from the partnership firms in which it is a partner. Hence such report
is not annexed to the Annual Report of the Company. However, the Management takes note of
this omission and will be rectified in the coming years. |
| 2 |
The limited review or audit report of the Company submitted to the stock exchange
during the Review period has not been given by an auditor who subjected himself to the
peer review process of the Institute of Chartered Accountants of India. |
The Company will undertake necessary actions to communicate the same to the statutory
auditors of the Company. |
15. PARTICULARS OF EMPLOYEES:
During the year, there are no employees drawing remuneration in excess of the limits
specified in Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
16. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is not carrying on any manufacturing activity resulting in consumption of
power and technology absorption and hence the disclosures with respect to the same is not
applicable. The Company did not earn any income in foreign exchange and there was no
expenditure involving foreign exchange as out go.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 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 the
auditors of the Company.
19. RISK MANAGEMENT:
The elements of risk threatening the Companys existence are very minimal. The Risk
Management committee is not applicable since the same is mandatory only for top 1000
listed Companies and high value debt listed entity.
20. ANNUAL RETURN:
The annual Return pursuant to the provisions of section 92 read with rule 12 of the
Companies (Management and Administration) Rules, 2014 and Notification of the Ministry of
Corporate Affairs dated 28th August, 2020 bearing Notification Number S.O.
2920(E) 432 and G.S.R. 538(E) will be made available on the website of the Company at http://www.tulivedevelopers.com/investors.php
within sixty days from conclusion of 61st Annual General Meeting.
21. REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance is annexed to this report as Annexure 1.
The Company has complied with the requirements of Corporate Governance as stipulated in
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The Certificate
obtained from S.A.E. & Associates LLP, Company Secretaries regarding compliance of
conditions of Corporate Governance as stipulated under SEBI LODR is attached to the
Corporate Governance report.
22. CORPORATE SOCIAL RESPONSIBILITY:
The provisions with respect to Corporate Social Responsibility are not applicable to
the company during the period under review.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year, there were no significant and material orders passed by the regulators
or courts impacting the going concern status of the Company.
24. DISCLOSURE AS REQUIRED UNDER 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 not
received any complaints during the year. Provisions relating to constitution of Internal
Complaints Committee is not applicable to the Company as the Company has only two
employees, none of whom are women.
25. MAINTENANCE OF COST RECORDS:
The Company is not required to maintain any cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
26. SECRETARIAL STANDARDS:
The Company has complied with the provisions laid down in the Secretarial Standards.
27. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company has not filed any application under
Insolvency and Bankruptcy Code, 2016 and there are no pending proceedings.
28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND WHILE TAKING LOAN:
During the period under review, the Company has not opted for any one-time settlement.
Hence disclosure under this clause is not applicable for the Company.
29. ACKNOWLEDGMENT:
Your directors are pleased to place on record their sincere thanks for the kind
co-operation and all assistance extended by companys Bankers, Auditors, and all employees
and above all the shareholders and other stake holders for their continued support and
patronage and the Directors look forward for the same relationship and cooperation in the
years to come.
By order of the Board of Directors
For TULIVE DEVELOPERS LIMITED
|
-SD- |
| Place: Chennai |
K V Ramana Shetty |
| Date: 28-August-2023 |
Chairman |
|
DIN:01470034 |
+91-9892691696
