To The Members,
TIVOLI CONSTRUCTION LIMITED
Mumbai.
The Directors present the Thirty Seventh Annual Report of Tivoli Construction Limited
(the Company) along with the audited financial statements for the financial year ended
March 31, 2023. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
FINANCIAL HIGHLIGHTS
(Standalone)
Particulars |
|
|
|
Amount in 000 |
Amount in 000 |
|
2022-2023 |
2021-2022 |
Total Income for the year |
50.38 |
103.35 |
Total Expenditure for the year |
1095.43 |
1,026.03 |
Profit/(Loss) for the year before Taxation |
(1045.05) |
(922.68) |
Less: Provision for Current Taxation |
|
|
Less: Current Tax (relating to prior year) |
|
|
Profit/(Loss) after taxation |
(1045.05) |
(922.68) |
Other comprehensive income |
|
|
Items that will not be reclassified to profit or loss |
|
|
Total comprehensive income for the period |
(1045.05) |
(922.689) |
Add: Surplus in Profit & Loss account brought forward from
previous year |
765.31 |
16,87.99 |
Less: Transfer to General Reserve |
|
|
Balance carried to the Balance Sheet |
(279.74) |
765.31 |
OPERATIONS OF THE COMPANY:
During the year under review, the Company has made a loss of Rs. 10,45,050 as compared
to the loss of the previous of Rs. 9,22,679.
RESERVES:
In view of the loss for the year, the Company has not transferred any amounts to
Reserves for the financial year 2022-2023.
DIVIDEND:
In view of the loss for the year, the Directors do not recommend any dividend for the
year ended March 31, 2023.
SHARE CAPITAL:
The paid-up equity share capital of the Company was Rs. 50 lakhs as on 31st
March, 2023. During the year under review, the Company has not issued any shares neither
has it granted any stock options or sweat equity.
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 were no amounts to be transferred to Investor Education and
Protection Fund.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company has one Subsidiary Company viz. Victoria Investments Company Limited as on
31st March, 2023. 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 consolidated financial statement and
therefore not repeated in this Report to avoid duplication.
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.
DIRECTORSAND KEY MANAGERIAL PERSONNEL:
Mr. Rakesh Desai, Mr. Bulchand G. Ahuja, Mr. Sagar Rupani and Mrs. Anita Raheja
continue to be the Directors of the Company. There were no changes in the Board of
Directors of the Company during the year.
During the year under review, Mrs. Pinal R. Parekh continues as the Company Secretary
and the Compliance Officer of the Company. However, Ms. Prakruti Vaidya resigned from the
post of Manager of the Company w.e.f. 03rd May, 2022 and Mr. Anand Labade
resigned from the post of Chief Financial officer w.e.f. 17th August, 2022.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:
The Company has not appointed any Independent Director during the year under review,
hence does not comment on it.
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 the forthcoming 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, of the Directors individually as
well as the evaluation of the working of its committees. The performance evaluation of the
Independent Directors was carried out by the entire Board with regard to performance and
fulfilment of the independence criteria as specified in the regulations and their
independence from the management. 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, teamwork, 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 Five (5) times during the financial year
2022-2023 viz: (1) 28/05/2022 (2) 05/08/2022 (3) 25/08/2022 (4) 10/11/2022 (5) 10/02/2023.
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. Rakesh Desai |
- Chairman |
2. |
Mrs. Anita Raheja |
- Member |
3. |
Mr. SagarRupani |
- Member |
The Audit Committee met Four times during the year viz. (1) 28/05/2022 (2) 05/08/2022
(3)10/11/2022 (4) 10/02/2023.
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. |
Mrs. Anita Raheja |
- Chairman |
2. |
Mr. Rakesh Desai |
- Member |
3. |
Mr. Sagar Rupani |
- Member |
The Nomination & Remuneration Committee met once during the year on 10/02/2023.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. The composition of the Stakeholders Relationship
Committee is in conformity with the provisions of the said section. The Stakeholders
Relationship Committee comprises of:
1. |
Mr. Rakesh Desai |
- Chairman |
2. |
Mrs. Anita Raheja |
- Member |
3. |
Mr. Sagar Rupani |
- Member |
During the financial year 2022-2023, 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 ended 31st March, 2023.
The Stakeholders Relationship Committee met once during the year on 28/05/2022.
INDEPENDENT DIRECTORS MEETING:
Committee of Independent Directors comprises of Mr. Rakesh Desai (Chairman of the
Committee) and Mr. Sagar Rupani (Member). During the year under review, the Independent
Directors met on 10th February, 2023, 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 CODE:
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 an Internal Complaints Committee to inquire into
complaints of sexual harassment and recommend appropriate action.
During the financial year 2022-2023, no complaints were received. 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.
LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
During the year under review, the Company has not given any new loans or guarantees or
made any fresh investments under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with Related Parties during the Financial Year
2022-2023 as enumerated under Section 188(1) of the Companies Act, 2013. Hence the Board
does not comment on this point.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the
Companies (Particulars of Employee) Rules, 1975, names and other particulars of the
employees required are not given as none of the employee is covered under the said
provisions of the Act.
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, 2023, 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, 2023 and of
the 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).
DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY
THE COMPANY AND ACCORDINGLY WHETHER SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:
Not applicable to the Company.
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 Company's internal
financial controls were adequate and effective during the financial year 2022-2023.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED FROM APRIL 01, 2022 TO THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the
company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this report.
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. 110101W), the Statutory Auditors of the Company have been appointed for a
term of 5 years (i.e. from the conclusion of the 35th Annual General Meeting
until the conclusion of the 40th Annual General Meeting to be held in 2026).
QUALIFICATIONS OF AUDITORS ON THE FINANCIAL STATEMENTS:
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 Company's shares are listed on BSE Limited and the Company's 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,
2023, 2,84,630 equity shares representing 56.93% of the total shares have been
dematerialized.
COMPANY'S 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 also various policies are placed on the website of the Company and the same are
updated periodically.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act as amended, the
Annual Return as on March 31, 2023 is available on the Company's website
www.tivoliconstruction.in and the web link for the same is
http://tivoliconstruction.in/wp-content/uploads/2023/09/mgt-9-2023.pdf
MEANS OF COMMUNICATION
The Company has designated tivoliconstruction@yahoo.co.in as the email id for the
purpose of registering complaints by investors and displayed the same on the website of
the Company.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Company had appointed Mr. Jignesh Makwana, Practising Company Secretary, Mumbai, to
undertake the Secretarial Audit of the Company, pursuant to the provisions of Section 204
of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The following are the qualifications given in the report with its
explanation given by the Board:
Qualification: The Company has not appointed a Manager and a Chief financial Officer
since their resignation in May, 2022 and August, 2022. Hence as per Reg. 33(2)(a) of SEBI
(LODR) Regulations, 2015 which requires the manager/ CEO and the CFO of the listed entity
to certify that the financial results do not contain any false or misleading statement or
figures and do not omit any material fact which may make the statements or figures
contained therein misleading, could not be obtained and attached to the Financial
Statements.
Explaination: 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 is not able to find a
suitable person for the post of CFO, at a reasonable remuneration after the resignation of
the former CFO. Therefore, the Company was unable to obtain the CEO and CFO Certification
in terms of SEBI (LODR) Regulations, 2015. The Company will appoint a suitable candidate
at the earliest.
The report of the Secretarial Auditor in Form MR 3 is annexed herewith as Annexure I.
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 need to be mentioned in the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not fulfil 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 AND RISK MANAGEMENT COMMITTEE:
All material risks faced by the Company are identified and assessed. For each of the
risks identified, corresponding controls are assessed and procedures are put in place for
monitoring, mitigating and reporting risk on a periodic basis.
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.
REGISTRAR & SHARE TRANSFER AGENT:
The Registrar and Share Transfer Agent of the Company:
Satellite Corporate Services Private Limited, Contact person: Mr. Michael Monteiro
Office No, 106 & 107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safedpul,
Sakinaka, Mumbai 400072. Ph: 022 28520461/62 Mail Id: service@satellitecorporate.com
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 Company's operations in future.
ACKNOWLEDGEMENTS:
record their sincere appreciation of gratitude and place on Your Directors
wish to convey their has been receiving from its employees and Company
the assistance and co-operation that the also from the Banks.
customers, suppliers and shareholders for their Your Directors would
also like to thank the continued support and co-operation. behalf of Board of
Directors of For and on
TIVOLI CONSTRUCTION LIMITED
Rakesh Desai
Anita Raheja
Director Director
DIN: 00306794 DIN: 00152982
Place: MumbEp 20
Date: 6
Registered Office:
4th Floor, Raheja Chambers,
Linking Road & Main Avenue,
Santacruz -(West),
Mumbai _400 054
Contact: 022 -6769 4400/4444
Website: www.tivoliconstruction.in
Email: tivoliconstruction@yahoo.co.in
|