Mar 31, 2018
The Directors have great pleasure in presenting the 56th (Fifty Sixth) annual report regarding the operations and financial results of the Company for the year ended 31st March 2018 together with the audited statement of accounts and the report of the auditors.
1.FINANCIAL RESULTS:
The Directors are pleased to give the financial highlights of the company for the year ended 31st M arch 2018.
PARTICULARS |
ASON 31.03.2018 |
ASON 31.03.2017 |
Profit before depreciation |
10568624.81 |
91607233.24 |
Less: Depreciation |
99048.00 |
181295.00 |
Less: Extraordinary items |
4550528.00 |
|
Profit after depreciation and extra ordinary items |
10469576.81 |
91425938.24 |
Less: Taxation (including earlier Yearsâ taxation) |
(111887) |
- |
Profit after taxation |
10357689.81 |
91425938.24 |
2. SHARE CAPITAL:
The Company did not issue any shares during the year. Pursuant to approval of shareholders through postal ballot on 7th December 2017, the Company had bought back 8,50,000 equity shares and consequently the paid-up capital of the Company reduced from Rs. 3,48,43,750 to Rs 2,63,43,750.
3. INVESTM ENTS:
The Company continues to be a partner in the partnership firms, Tulive Estate and Tulive Builders. The details of the same are provided in Note No. 2 to the balance sheet attached to this report.
4. AGRICULTURAL DEVELOPM ENTS AND INCOM E:
The Company earned license fee of Rs. 6,00,000/- from its agricultural activities - for plucking coconuts and other crops grown in the agricultural lands at Kelambakkam Village, (Kancheepuram District)
5. M ATERIALCHANGESAND COM M ITM ENTS/ EVENTS SUBSEQUENT TO THEDATEOFFINANCIALSTATEM ENTS:
Your directors state that there are no material changes and commitments affecting the financial position of the Company subsequent to date of the financial statements.
6. CHANGE IN NATURE OF BUSINESS, IF ANY:
Your directors state that there is no change in business activity of the company during the financial year 2017-18.
7. SHAREHOLDER RETURNS:
a) DIVIDENDS:
Your directors do not recommend any dividend for this financial year.
b) BUYBACK:
During the year ended 31st March 2018 the Company concluded the buyback of 8,50,000 equity shares at a price of Rs. 260 per equity share as approved by the Board of directors on 27th October 2017 and by shareholders through resolution dated 7th December 2017 through postal ballot. Consequent to such buyback, share capital has reduced by Rs. 85,00,000.
8. DETAILS OF SUBSIDIARIES, JOI NT VENTURES AND ASSOCI ATE COM PAN I ES:
Your Company has no subsidiary company(ies), joint ventures and associate companies for the financial year ended on March 31, 2018.
9. TRANSFER TO I EPF:
Your Company has not declared any dividend and hence, the question of transfer to Investor Education and Protection Fund does not arise.
10. FIXED DEPOSITS:
Your Company did not accept any deposit from public during the year.
11. EM PLOYEES STOCK OPTION SCH EM E:
The Company has not offered any stock option to the Employees.
12. UNSECURED LOANS:
There are no amounts outstanding against unsecured loans as on 31st March, 2018.
13. RELATED PARTY TRANSACTIONS:
The Company has not entered into any transaction with related parties within the meaning of section 188 of the Companies Act, 2013.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTM ENTS U/S186:
The Company does not have any loans, guarantees and investments under Section 186 of Companies Act, 2013.
15. BOARD MEETINGS:
The Board of Directors of the Company met 6 (six) times during the year. 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.
(A) CHANGE IN DIRECTORS AND KEY M ANAGERIAL PERSONNEL:
There were no changes in the composition of directors and key managerial personnel.
(B) INDEPENDENT DIRECTORS:
The following independent directors who were appointed in 52nd Annual General Meeting for a period of 5 years continue to be on the Board till the conclusion of 57th Annual General Meeting.
a) S. Venkataramani
b) RJ. George
Miss. Nirmal Cariappa holds office in the capacity of independent director till the conclusion of 58th Annual General Meeting.
The Company has received necessary declaration from each Independent Director 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 REM UNERATION TO DIRECTORS:
No remuneration was paid to any directors except sitting fees during the financial year 2017-2018.
(D) RETIRING DIRECTORS:
In terms of Article 128 of the Articles of Association of the Company, M r. K. V. Ramana Shetty, director will be retiring by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.
(E) BOARD COM M ITTEES:
The Company has following committees of the Board:
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholders Relationship Committee.
d) Corporate Social Responsibility Committee.
e) Risk Management Committee.
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) of the Act, is as below:
POUCY 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 engagement level.
REMUNERATION POUCY:
The Companyâs 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 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 yearsand 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 detailed evaluation in the form of letter to the chairman of the company.
(G) VIGIL MECHANISM:
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) RECOM M ENDATION OF AUDIT COM M ITTEE:
During the year, all the recommendations, if any, of the Audit Committee were accepted by the Board.
16. DIRECTORS1 RESPONSIBILITYSTATEM ENT:
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 year 2017-18, 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 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.
17. LISTING:
The Companyâs equity shares continue to be listed in the Bombay Stock Exchange, Mumbai. The listing fees for the financial year 2018-2019 has already been paid to Bombay Stock Exchange and Custodial fees have been paid to NSDL and CDSL due for the financial year 2018-2019.
18. AUDITORS:
(a) FINANCIAL AUDIT: M/s. R Ramalingam & Associates, Chartered Accountants (Registration No. 010616S), the Statutory Auditors of the Company will hold office upto the conclusion of the 60th Annual General Meeting subject to ratification by the shareholders at each of the intervening Annual General Meeting(s).
(b) SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr. Adit N Bhuva, Practising Company Secretary, and his report is annexed as Annexure - 3.
REPLY TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT:
S.NO |
OBSERVATION |
M AN AG EM ENTâS REPLY |
1 |
The Company is yet to appoint a Company Secretary in full time employment. |
The Company is taking steps to identify and appoint a Company Secretary. |
2 |
Segment on management discussion and analysis was not part of the annual report for the financial year ended 31st March 2017 |
The Company did not have any other income from operations other than collection of agricultural license fees. |
The other source of revenue is the share income from the partnership firms in which it is a partner. However the Management takes note of this omission and will be rectified in the coming years. |
||
3. |
The Company is yet to conduct familiarization programme for independent directors. |
The Company shall introduce a familiarisation programme during the Financial year 2018-19. |
4. |
The amount required to be spent towards CSR has not been spent. |
The Company is in the process of identifying the specific institutions/ areas where it can contribute. However, the Board has constituted the CSR Committee and the CSR committee had recommended that Schedule VII to the Companies Act, 2013 be adopted, as the Companyâs CSR Policy. The Board has adopted the same and the Company shall undertake expenditure on CSR activities from financial year 2018-19. |
5. |
The Companyâs Financial auditor is not yet peer reviewed. |
The Company will take steps to rectify this |
(c) INTERNAL AUDITORS : Pursuant to the provisions of Companies Act, 2013, the Company has appointed M/s. Abhay U Jain & Associates, Chartered Accountants (Registration No. 207937) as internal auditors.
19. PARTICU LARS OF EM PLOYEES:
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.
20. 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.
21. 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 Companyâs policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
22. RISKMANAGEMENT:
The details with respect to Risk Management Policy and constitution of Risk Management Committee is included in the Corporate Governance report annexed.
23. ANNUAL RETURN :
According to the Companies Amendment Act, 201 7, with effect from 31 st July 201 8, the extract of annual return as provided under section 92 is no longer required to form part of the Boardâs Report. The Companies Amendment Act, 2017 only requires that the web address, if any where the annual return referred to in section 92 of the Companies Act, 2013 is placed be mentioned in the Board Report.
The annual return reffered to in section 92 of the Companies Act, 2013 of the Company will be placed on the website of the company (www.tulivedevelopers.com) under the investors tab within 60 days from the date of the Annual General Body Meeting of the Company.
24. REPORT ON CORPORATE GOVERNANCE :
A detailed report on Corporate Governance is annexed to this report (Annexure - 2). The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, except those listed in the Statutory Auditors certificate. The Certificate obtained from the Statutory Auditors of the company regarding compliance of conditions is attached to this report.
25. CORPORATE SOCIAL RESPONSIBILITY :
The annual report on Corporate Social Responsibility is annexed herewith as Annexure - 1.
26. DETAILS OF SIGNIFICANT AND M ATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IM PACTING THE GOING CONCERN STATUS AND COM PAN YS OPERATIONS IN FUTURE:
During the year, there are no significant and material orders passed by the regulators or Courts impacting the going concern status of the Company.
27. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSM ENT OF WOM EN 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 Internal Complaints Committee is not applicable to the Company.
28. M AINTENANCE 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.
29. ACKNOWLEDGMENT:
Your Directors are pleased to place on record their sincere thanks for the kind co-operation and all assistance extended by companyâs 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
For TUUVE DEVELOPERS UM ITED
Sd/-
Place: Chennai - 600 006 K V. RAMANASHETTY
Date: 6thAugust 2018 CHAIRMAN
Mar 31, 2016
DIRECTORS REPORT TO
The Members of Tulive Developers Limited
1. The Directors have great pleasure in presenting the 54th (Fifty Fourth) Annual Report regarding the operations and financial results of the Company for the year ended 31st March 2016 together with the Audited Statement of Accounts and the Report of the Auditors.
2. FINANCIAL RESULTS :
The Directors are pleased to give the financial highlights of the company for the year ended 31st March 2016.
PARTICULARS |
AS ON 31.03.2016 |
AS ON 31.03.2015 |
Profit before depreciation |
40316470.34 |
76546171.70 |
Less: Depreciation |
311778.00 |
798423.00 |
Profit after depreciation |
40004692.34 |
75747748.69 |
Less: Taxation (including earlier Years'' taxation) |
- |
800590.15 |
Profit after taxation |
40004692.34 |
74947158.54 |
Add : Surplus brought forward |
653016701.45 |
578069542.91 |
Surplus carried to Balance Sheet |
693021393.79 |
653016701.45 |
3. SHARE CAPITAL:
The Directors did not issue any right /bonus shares during the year and the paid up capital of Rs 3,48,43,750/remains same as at 31.03.2016.
4. INVESTMENTS:
The Company continues to be a partner in the partnership firms, Tulive Estate and Tulive Builders. The details of the same are provided in Note No. 7 to the balance sheet attached to this report.
5. AGRICULTURAL DEVELOPMENTS AND INCOME:
The Company earned license fee of Rs. 6,00,000/- from its agricultural activities - for plucking coconuts and other crops grown in the agricultural lands at Kelambakkam Village, (Kancheepuram District) and the Company has also incurred development expenditure on agricultural lands to the extent of Rs. 54.75 Lakhs.
6. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Your Directors state that there are no material changes and commitments affecting the financial position of the Company subsequent to date of the financial statements.
7. CHANGE IN NATURE OF BUSINESS, IF ANY:
Your Directors state that there is no change in business activity of the company during the financial year 2015
16.
8. DIVIDENDS:
Your directors do not recommend any dividend for this financial year.
9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company has no subsidiary company(ies), joint ventures and associate companies for the financial year ended on March 31, 2016.
10. TRANSFER TO IEPF:
Your Company has not declared any dividend and hence, the question of transfer to Investor Education and Protection Fund does not arise.
11. FIXED DEPOSITS:
Your Company did not accept any deposit from public during the year.
12. EMPLOYEES STOCK OPTION SCHEME:
The Company has not offered any stock option to the Employees.
13. UNSECURED LOANS:
There are no amounts outstanding against unsecured loans as on 31st March, 2016.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.
The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure 1.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
The Company does not have any loans, guarantees and investments under Section 186 of Companies Act, 2013.
16. BOARD MEETINGS:
The Board of Directors of the Company met 4 (four) times a year. 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.
(a) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year, Ms. Nirmal Cariappa (Women Director) was appointed as additional director with effect from 30/05/2015 and her appointment as independent director for a period of 5 years from the conclusion of 53rd Annual General Meeting till the conclusion of 58th Annual General Meeting was approved by the shareholders in its 53rd Annual General Meeting.
(B) INDEPENDENT DIRECTORS:
The following independent directors who were appointed in 52nd Annual General Meeting for a period of 5 years continue to be on the Board till the conclusion of 57th Annual General Meeting.
a) S. Venkataramani
b) P.J.George
Ms. Nirmal Cariappa holds office in the capacity of independent director till the conclusion of 58th Annual General Meeting
The Company has received necessary declaration from each Independent Director 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 Directors except sitting fees during the financial year 2015-2016.
(D) RETIRING DIRECTORS:
In terms of Article 128 of the Articles of Association of the Company, Mr. K V Ramana Shetty, Director will be retiring by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.
(E) BOARD COMMITTEES:
The Company has following committees of the Board:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee.
e) Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of 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 engagement level.
REMUNERATION POLICY:
The Company''s 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 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.
(G) VIGIL MECHANISM:
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, if any, of the Audit Committee were accepted by the Board.
17. 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 year 2015-16, 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 / loss 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.
18. LISTING:
The Company''s equity shares continue to be listed in the Bombay Stock Exchange, Mumbai. The listing fees for the financial year 2016-2017 has already been paid to Bombay Stock Exchange and Custodial fees have been paid to NSDL and CSDL due for the financial year 2016-2017.
19. AUDITORS:
(a) FINANCIAL AUDIT: M/s. Bhandari & Keswani, Chartered Accountants (Registration No. 000433S), the Statutory Auditors of the Company will hold office up to the conclusion of the 55th Annual General Meeting of the members and their appointment is subject to ratification by the shareholders at each of the intervening Annual General Meeting(s).
(b) SECRETARIAL AUDIT: 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 Mr. Adit N Bhuva, Practising Company Secretary, and his report is annexed as Annexure 4.
REPLY TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT:
S.NO |
OBSERVATION |
MANAGEMENT''S REPLY |
1 |
The Company is yet to appoint a Company Secretary |
The Company is taking steps to identify and appoint a Company Secretary. |
3 |
Segment on management discussion and analysis was not part of the annual report for the financial year ended 31st March 2015 |
The Management takes note of this omission and this shall form part of the annual report for the financial year ended 31st March 2016. |
(c) INTERNAL AUDITORS: Pursuant to the provisions of Companies Act, 2013, the Company has appointed M/s Abhay U Jain & Associates, Chartered Accountants (Registration No. 207937) as internal auditors.
20. 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.
21. 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. The Company did not earn any income in foreign exchange and there was no expenditure involving foreign exchange as out go.
22. 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 Company''s policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
23. RISK MANAGEMENT
The details with respect to Risk Management Policy and constitution of Risk Management Committee is included in the Corporate Governance report annexed.
24. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure 2.
25. REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance is annexed to this report. The Company has complied with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015, except those listed in the Statutory Auditors certificate. The Certificate obtained from the Statutory Auditors of the company regarding compliance of conditions is attached to this report.
26. CORPORATE SOCIAL RESPONSIBILITY:
The annual report on Corporate Social Responsibility is annexed herewith as Annexure 3.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
During the year, there are no significant and material orders passed by the regulators or Courts on a going concern basis.
28. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF 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.
29. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere thanks for the kind co-operation and all assistance extended by company''s 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
For TULIVE DEVELOPERS LIMITED
Place : Chennai 600 034 K V RAMASHETTY
Date : 13/08/2016 CHAIRMAN
Mar 31, 2014
Dear Members,
1. The Directors have great pleasure in presenting the Fifty Second
Annual Report regarding the operations and financial results of the
Company for the year ended 31st March 2014 together with the Audited
Statement of accounts and the report of the auditors.
2. Financial Results
The Directors are pleased to give the financial highlights of the
company for the year ended 31st March 2014
Particulars 31.3.2014 31.3.2013
Rs Rs
Profit before depreciation 3,67,45,549 8,38,53,996
Less: Depreciation 5,01,460 5,63,885
Profit after depreciation 3,62,44,089 8,32,90,111
Less: Taxation (including earlier
Years'' taxation) 33,67,290 -
Profit after taxation 3,28,76,799 8,32,90,111
Add: Surplus brought forward 54,51,92,743 46,19,02,632
Surplus carried to Balance sheet 57,80,69,542 54,51,92,743
3. INCREASE IN PAID UP SHARE CAPITAL:
The directors did not issue any right /bonus shares during the year and
the paid up capital of Rs. 3,48,43,750/- remains same as at 31.03.2014.
4. INVESTMENTS:
In addition to investments in the firms M/s Kerry Estate, M/s Tulive
Estate & M/s Tulive Properties, the Company had become a partner in the
firm Messrs. TULIVE - ECR on 18.01.2013 contributing share capital of
Rs 7,00,000/-. However as per decision of the directors, the company
retired from the firm with effect from close of transactions as at
31.03.2013 withdrawing its investment. The company also retired from
M/S Kerry Estate with effect from close of transactions as at 31st
December 2013.
Your Directors are happy to inform you that as per provisional accounts
of the three firms for this financial year ending 31st March 2014 the
share of Profit /Loss are as follows:
Name of Firm 31.3.2014 31.3.2013
Rs in lakhs Rs in lakhs
1. M/s Kerry Estate - (Loss) / Profit (0.42) 12 .05
2. M/s Tulive Estate - (Loss) / Profit (6.73) 345.38
3. M/s Tulive Properties - (Loss) (0.48)
4. M/s Tulive Builders 344.45 450.00
Net income from the firms 337.30 806.92
Your Directors are pleased to inform that the entire share income (Net)
being exempt under Section (102A) of the Income Tax Act 1961, provision
for taxation including taxation (MAT) on "Book Profit" under Section
115JB is considered as not necessary.
5. AGRICULTURAL DEVELOPMENTS AND INCOME:
Your directors had made moderate further developments of agricultural
activities of the company during this year and earned license fee of
Rs. 6,00,000/- for plucking coconuts and other crops grown in the
agricultural lands at Kelambakkam Village, (Kancheepuram District) then
company has also incurred development of agricultural Lands to an
amount of Rs.54.75 Lakh .
6. DIVIDENDS:
In anticipation of further investments in the partnership firms , your
directors are not in a position to recommend for declaration of any
dividend for this financial year.
7. FIXED DEPOSITS:
Your company did not accept any deposit from public during the year.
8. UNSECURED LOANS:
Your Company had accepted interest free unsecured loans from Corporate
bodies in which two Directors are interested, besides receipt of
personal advances from Directors free of interest . During the year
substantial amounts have been returned to the directors.
9. RETIRING DIRECTORS:
In terms of Clause 128 of the Articles of Association of the Company,
Director Mr. K.V.RAMANASHETTY will be retiring by rotation and being
eligible, offers himself for reappointment at the ensuing Annual
General Meeting.
10. "DIRECTORS RESPONIBILITY STATEMENT" PURSUANT- TO SECTION 217 (2AA)
OF THE COMPANIES ACT 1956
The Directors state and confirm:
(i) That all applicable Accounting Standards have been followed in the
preparation of the Annual Accounts along with proper reasons and
explanations for material departures;
(ii) That 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 for that period;
(iii) The directors had 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 frauds and other irregularities;
(iv) That the annual accounts have been prepared on a going concern
basis.
11. LISTING:
The Company''s Equity shares continue to be listed in the Bombay Stock
Exchange, Mumbai. The listing fees for the financial year 2014- 2015
has already been paid to Bombay Stock Exchange and Custodial fees have
been paid to NSDL and CDSL due for the Financial year 2014-2015.
12. AUDITORS:
M/s BHANDARI & KESWANI. Chartered Accountants ( Registration No
000433S) , the Statutory Auditors of the company will be retiring at
the conclusion of this 52nd Annual General Meeting of the members and
are eligible for reappointment till the conclusion of 55th Annual
General Meeting. The necessary consent and the certificate of
eligibility has been obtained from the Auditors as required under
section 139 of the company Act 2013.
13. PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) , OF "COMPANIES
(PARTICULARS OF EMPLOYEES) RULES 1975".
(a) Employed throughout the year and in
receipt of remuneration in aggregate of
not less than Rs 60 lakhs per annum NIL
(b) Employed for part of the year and in
receipt of remuneration more than Rs 5
lakhs per month. NIL
14. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND
OUTGO SEC 217(1) (e):
The company is not carrying on any manufacturing activity resulting in
consumption of power and technology absorption. The company did not
earn any income in foreign exchange and there was no expenditure
involving foreign exchange as out go.
15. REPORT ON CORPORATE GOVERANCE:
A detailed report on Corporate Governance is attached to this report.
The company has complied with all the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. The
Certificate obtained from the Statutory Auditors of the company
regarding compliance of conditions is attached to this report.
16. SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act 1956 your company has obtained Compliance Certificate from Mr. Adit
N Bhuva a practicing Company Secretary and a copy of the same is
attached to this report.
17. ACKNOWLEDGEMENT:
Your directors are pleased to place on record their sincere thanks for
the kind co-operation and all assistance extended by company''s 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
For TULIVE DEVELOPERS LIMITED
Place : Chennai.
Date: 14-08-2014 K.V. RAMANA SHETTY
CHAIRMAN / DIRECTOR
Mar 31, 2013
To The Members of Tulive Developers Limited
1. The Directors have great pleasure in presenting the Fifty-first
Annual Report regarding the operations and financial results of the
Company for the year ended 31st March 2013 together with the Audited
Statement of accounts and the report of the auditors.
2. Financial Results:
The Directors are pleased to give the financialhighlights of the
company forthe ended 31st March 2013
Particulars 31.3.2013 31.3.2012
Rs. Rs.
Profit before depreciation 8,38,53,996 17,17,58,576
Less: Depreciation 5,63,885 2,46,161
Profit after depreciation 8,32,90,111 17,15,12,415
Less: Taxation __ __
Profit after taxation 8,32,90,111 17,15,12,415
Add: Surplus brought forward 46,19,02,632 29,03,90,217
Surplus carried to Balance sheet 54,51,92,743 46,19,02,632
3. INCREASE OF PAID UP SHARE CAPITAL:
The Directors did not issue any right /bonus shares during the year and
the paid up capital of Rs 3,48,43,750/-remains same as at 31.03.2013.
4. INVESTMENTS:
In addition to investments in partnership firms M/s Kerry Estate, M/s
Tulive Estate, &.M/s Tulive Properties, the Company had become a
partner in the firm Messrs TULIVE ECR on 18.01.2013 contributing share
capital of Rs 7,00,000/-. However as per decision of the directors, the
company retired from the firm with effect from close of transactions as
at 31.03.2013 withdrawing its investment.
Your Directors are happy to inform you that as per provisional accounts
of the five firms for this financial year ending 31 * March 2013 the
share of Profit/Loss are follows:
Name of Firm, 31.3.2013 31.3.2012
Rs in lakhs Rs in lakhs
1. M/s Kerry Estate 12.05 1,657.34
2. M/s Tulive Estate 345.38 41.08
3. M/s Tulive Properties (0.48) 26.54
4. M/s Tulive Builders 450.00 (Loss) (1.50)
5. M/s Tulive ECR (0.03) -
Net income from the firms 806.92 1,723.46
Your Directors are pleased to inform that the entire share income being
exempt under Section 10(2A) of the Income Tax Act 1961, provision
fortaxation including taxation on ''Book Profit" under Section 115JB is
considered as not necessary.
5. AGRICULTURAL DEVELOPMENTS AND INCOME:
Your directors had made moderate further developments of agricultural
activities of the company during this year and earned license fee of
Rs. 6,00,000/ for plucking coconuts and other crops grown in the
agricultural lands at Kelambakkam Village, (Kancheepuram District)
6. DIVIDENDS.
In anticipation of further investments in the partnership firms, your
directors are not in a position to recommend for declaration of any
dividend forthis financial year.
7. FIXED DEPOSITS:
Your company did not accept any deposit from public duringthe year.
8. UNSECURED LOANS:
Your Company had accepted interest free unsecured Loans from Corporate
bodies in which two Directors are interested, besides receipt of
personal advances from Directors free of interest .During the year
substantial amounts have been returned to the directors.
9. RETIRING DIRECTORS:
In terms of clause 128 of the Articles of Association of the Company,
Directors Mr. Atul Gupta and Mr. P J George will be retiring by
rotation and being eligible offer themselves for reappointment at the
ensuing Annual General Meeting.
10. DIRECTORS "RESPONIBILITY STATEMENT PURSUANT-TO SECTION
217 (2AA) OF THE COMPANIES ACT 1956
The Directors state and confirm:
(i) That all applicable Accounting Standards have been followed in the
preparation of the Annual Accounts along with proper reasons and
explanations for material departures;
(ii) That 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 affai rs of the company at the end of the f i nancial year and of
the profit for that period.
(iii) That the directors had taken proper and sufficient care 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 frauds and other irregularities;
(iv) That the annual accounts have been prepared on a going concern
basis.
11. LISTING:
The Company''s Equity shares continue to be listed in the Bombay Stock
Exchange, Mumbai. The listing fees forthe financial year 2013- 2014 has
already been paid to Bombay Stock Exchange and Custodial fees have been
paid to NSDL and CSDL due forthe Financial year 2013-2014.
12. AUDITORS:
M/S.Bhandari & Keswani. Chartered Accountants ( Registration No
000433S), the Statutory Auditors of the company will be retiring at the
conclusion of this 51 st Annual General Meeting of the members and are
eligible for reappointment. They have also filed the required
certificate to the effect that if reappointed as Statutory Auditors,
the same will be within the limits specified under Section 224(1 B) of
Companies Act 1956.
13 PARTICULARS OF EMPLOYEES as per SECTION 217(2A), of "Companies
(Particulars of Employees) Rules 1975".
(a) Employed throughout the year and in receipt of remuneration in
aggregate of not less than Rs 60 lakhs per annum NIL
(b) Employed for part of the year and in receipt of remuneration more
than Rs 5 lakhs per month. NIL
14. PARTICULARS ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND
OUTGO SEC 217(1) (e):
The company is not carrying on any manufacturing activity resulting in
consumption of power and technology absorption. The company did not
earn any income in foreign exchange and there was no expenditure
involving foreign exchange as out go.
15. REPORT ON CORPORATE GOVERANCE:
A detailed report on Corporate Governance is annexed to this report.
The company has complied with all the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. The
Certificate obtained from the Statutory Auditors of the company
regarding compliance of conditions is attached to this report.
16. SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act 1956 your company has obtained Compliance Certificate from Mr. Adit
N Bhuva a practicing Company Secretary and a copy of the same is
attached to this report.
17. ACKNOWLEDGEMENT:
Your directors are pleased to place on record their sincere thanks for
the kind co-operation and all assistance extended by company''s 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
For TULIVE DEVELPOERS LTD.,
Place : Chennai - 600 006 K.V. RAMANASHETTY
Date: 30.5.2013 Chairman/Director
Mar 31, 2012
The Members of Tulive Developers Limited
1.The Directors have great pleasure in presenting the Fiftieth
Annual Report regarding the operations and financial results of the
company for the year ended 31st March 2012 together with the Audited
Statement of accounts and the report of the auditors.
2. REVISEDSCHEDULE VI:
The Directors are pleased to inform you that the accounts have been
prepared in accordance with the Revised Schedule VI to the Companies
Act 1956 in terms of Notification No So 447(E) dated 28.2.2011 and the
figures for the previous year ended 31.3.2011 have also been regrouped
to conform to the groupings for 31.3.2012 as per revised Schedule VI.
3. The Directors are pleased to give the financial high lights of the
company for the year ended 31st March 2012
Particulars 31.3.2012 31.3.2011
Rs. Rs.
Profit before depreciation 17,17,58,576 26,95,91,799
Less: Depreciation 2,46,161 1,61,000
Profit after depreciation 17,15,12,415 26,94,30,799
Less: Taxation - 1,471
Profit after taxation 17,15,12,415 26,94,29,328
Add: Surplus brought forward 29,03,90,217 2,09,60889
Surplus carried to Balance sheet 46,19,02,632 29,03,90,217
4. INCREASE OF PAID UP SHARE CAPITAL:
The Directors did not issue any right /bonus shares during the year and
the paid up capital of Rs 3,48,43,750/- remains same.
5. INVESTMENTS:
In addition to investments in the firms M/s Kerry Estate, M/s Tulive
Estate, & M/s Tulive Properties, your company had made an Investment of
Rs 15,00,000/-as share Capital in another Partnership Firm "M/s Tulive
Builders". The company is continuing its investments in the firms
engaged to the business of housing development projects.
Your Directors are happy to inform you that as per provisional accounts
of the four firms for this financial year ending 31 st March 2012 the
share of Profit/Loss are follows:
Name of Firm 31.3.2012 31.3.2011
Rs. in lakhs Rs. in lakhs
1. M/s Kerry Estate 16,57.34 27,57.44
2. M/sTulive Estate 41.08 (3.59)
3. M/sTulive Properties 26.54 (0.82)
4. M/sTulive Builders (Loss) (1.50) -
Net income from the firm 1,723.46 2,747.03
Your Directors are pleased to inform that the entire share income
being exempt under Section 10(2A) of the Income Tax Act 1961, provision
for taxation including taxation on "Book Profit" under Section 115JB is
considered as not necessary.
6. AGRICULTURAL DEVELOPMENTS AND INCOME:
Your directors had made moderate further developments of agricultural
activities of the company incurring capital expenditure amounting to Rs
3,84,927/ during this year and earned license fee of Rs. 6,00,000/ for
plucking coconuts grown in the agricultural lands at Kelambakkam
Village, (Kancheepuram District)
7. DIVIDENDS:
In anticipation of further investments in the partnership firms and
expansion of agricultural developmental activities, your directors are
not in a position to recommend for declaration of any dividend for this
financial year
8. FIXED DEPOSITS:
As in earlier years, your company did not accept any deposit from
public.
9. UNSECURED LOANS:
Your Company had accepted interest free Loans from Corporate bodies in
which two Directors are interested, besides receipt of personal
advances from Directors free of interest.
10. DISPUTED INCOME -TAX DEMAND RS. 78,64,120/- The Income Tax
Department had raised disputed demand of Rs 78,64,120/- relating to
Income Tax Assessment year 2005-2006. Directors are pleased to inform
the members that the appeal filed by the company before Income Tax
Appellate Tribunal Mumbai Bench E has been decided in favour of your
company resulting in deletion of the entire disputed demand . The
company is awaiting revised Orders from the Assessing Authority giving
effect to the relief granted by the Appel late Tribunal.
11. RETIRING DIRECTORS:
In terms of Clause 128 of the Articles of Association of the Company
Directors K.V.Ramana Shetty and Mr.S.Venkatramani will be retiring by
rotation and being eligible offer themselves for reappointment at ; the
ensuing Annual General Meeting.
12. DIRECTORS "RESPONIBIUTY STATEMENT PURSUANT- TO SECTION:
217 (2AA) OF THE COMPANIES ACT 1956
The Directors state and confirm
a) That all applicable Accounting Standards have been followed in the
preparation of the annual accounts along with proper reasons and
explanations for material departures;
b) That the Directors have selected such Accounting Policies and applied
them consistently;
(c) That judgments and estimates are made in a reasonable and prudent
manner to ensure true and fair view of the State of Affairs at the end
of the financial year and of the profit for that period.
(d) That adequate accounting records are maintained in accordance with
the provisions of the Companies Act 1956 for safe guarding the assets
of the company and for preventing and detecting fraud and other
irregularities.
(e) That the annual account have been prepared on a growing concern
basis.
13. LISTING:
The Company's Equity shares continue to be listed in the Bombay Stock
Exchange, Mumbai. The listing fees for the financial year 2012- 2013
has been paid to Bombay Stock Exchange and Custodial fees have been
paid to NSDL and CSDL due for the Financial year 2012-2013.
14. AUDITORS:
M/s BHANDARI &KESWANI. Chartered Accountant (Registration No000433S),
the Statutory Auditors of the company will be retiring at the
conclusion of this 50th Annual General Meeting of the members and are
eligible for reappointment. They have also filed the required
certificate to the effect that if reappointed as Statutory Auditors,
the same will be within the limits specified under Section 224(1 B) of
Companies Act 1956.
15. REPLY TO AUDITORS REMARKS:
The Directors are making arrangements to introduce satisfactory
Internal Audit System during current year taking into account the
nature and size of the company.
16. PARTICULARS OF EMPLOYEES as per SECTION 217(2A) - of "Companies
(Particulars of Employees) Rules 1975".
(a) Employed throughout the year and in receipt of remuneration in
aggregate of not less than Rs 60 lakhs per annum
NIL
(b) Employed for part of the year and in receipt of remuneration more
than Rs 5 lakhs per month.
NIL
17. PARTICULARS ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
SEC 217(1) (e):
The company is not carrying on any manufacturing activity resulting in
consumption of power and technology absorption. The company did not
earn any income in foreign exchange and there was no expenditure
involving foreign exchange as out go.
18. REPORT ON CORPORATE GOVERANCE:
A detailed report on Corporate Governance is annexed to this report.
The company has complied with all the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. The
Certificate obtained from the Statutory Auditors of the company
regarding compliance of conditions is attached to this report.
19. SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act 1956 your company has obtained Compliance Certificate from Mr. S.
ESHWAR a practicing Company Secretary and a copy of the same is
attached to this report.
20. ACKNOWLEDGEMENT:
Your directors are pleased to place on record their sincere thanks for
the kind co-operation and all assistance extended by company's 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
For TULIVE DEVELOPERS LIMITED
Place: Chennai - 600006.
Date: 30/05/2012 K V Ramana Shetty
CHAIRMAN
Mar 31, 2011
The Members of Tulive Developers Limited.
The Directors have great pleasure in presenting the Forty Nineth
Annual Report of the company regarding operations and financial results
for the year ended 31 st March 2011 together the audited statement of
accounts and the report of Auditors.
Particulars Year ended Year ended
31.3.2011 31.03.2010
Rs. Rs.
Profit before depreciation & Tax 269591799 2795093
Less Depreciation 161000 (178178)
Profit after depreciation 269430799 2616915
Less short provision for taxation
relating to earlier years (1471) (164)
Profit after Deprecation & Tax 269429328 2616751
Add Surplus brought forward 20960889 18344138
Surplus Carried to Balance Sheet 290390217 20960889
2.RIGHTS ISSUE:
As explained in our previous report the Right Issue was completed and
496875 Equity Shares of Rs. 10/- each were allotted at par.
3.BONUS ISSUE:
Following the successful completion of Rights Issue, your Directors in
accordance with the resolution passed by Members in the 48th AGM held
on 16th Sept 2010 allotted Bonus Shares in the proportion of four
Equity Shares of Rs. 10/-each for every equity shares held.
Both the issues were well appreciated by all the shareholders. The
Board places on record its sincere thanks to all the members for their
support and cooperation.
4.INVESTMENTS:
Besides making investments as a partner in the firms M/s Kerry Estate
and M/s Tulive Estate, your company had entered into partnership in the
firm M/s TULIVE PROPERTIES, during the year. All the firms are
currently- engaged in the business of development of Housing Projects.
Your Directors are happy to inform the members that as per provisional
accounts of the firms for the year ending 31.3.2011 the Share of
Profit/Loss of your company are as follows;
Names of the firm Share Income/Loss
1. Messrs KERRY ESTATE 2751.44
2. Messrs TULIVE ESTATE (3.58)
3. Messrs TULIVE PROPERTIES (0.83)
Net Income from Investments in Partnership Firms 2747.03
Your Directors are happy to inform that share income from the firms
being exempt under Section 10 of Income Tax Act provision for taxation
is not considered necessary.
5. AGRICULTURAL OPERATIONS:
Your Directors also propose to carry out intensive operation in the
Agricultural Lands at Pudupakkam exploringthe possibility of
highergreen revolution the needoftheday.
6. DIVIDEND:
In order to conserve the required resource for the proposed expansion
of business in Agricultural Development etc., your Directors do not
recommend any dividend for this financial year.
7. FINANCE:
Promoter Directors and their interested companies have granted interest
free unsecured Loans amounting to Rs. 29.22 crores.
8. FIXED DEPOSITS:
Your company did not accept during the year any fixed deposit from the
public or members.
9. DIPUTED TAX DEMAND:
Kind attention is invited to Note NOH (7) of Schedule 15 regarding
disputed Income Tax Demand of Rs.7864120/- relating to Income Tax
Assessment year 2005-2006. Your company's appeal is pending before
Income Tax Appellate Tribunal Mumbai Bench. The Board is advised by the
counsel that there are very fair chances of succeeding in the appeal
based on the decision in respect of similar issues, before the Tribunal
in which case the entire demand is likely to get fully deleted.
10. DIRECTORS:
(a) In term of Clause 128 of the Articles of Association of the company
Shri Atul Gupta Director of the company will be retiring by rotation
and being eligible offers himself for reappointment at the ensuring
Annual General Meeting.
(b) ADDITIONAL DIRECTOR: Shri P.J George
Your Board co-opted Shri P. J. George an eminent Advocate of Chennai on
30th May 2011 as a Additional Director.Notice has been received from a
member together with Deposit of Rs. 500/- as per Section 257 of the
Companies Act 1956 proposing the name of Shri P. J. George to be
appointed as a Director in the Annual General Meeting. This has been
included in the Notice as an item of Special Business with necessary
Explanatory Statement as required under Section 173(2) of the Companies
Act 1956.
11. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO Section 217(2AA)
OF THE COMPANIES Act 1956
The Directors state and confirm:
(a) that in the preparation of annual accounts, the applicable
Accounting standards have been followed and there are no material
departures;
(b) that the directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that ate
reasonable and prudent so as to give a true and fail view of the state
of affairs of the company at the end of the financial year and of the
PROF II < >t the company for the year;
(c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safe guarding the assets of
the company and for preventing and detecting fraud and othei
irregularities;
(d) that the directors have got prepared the annual account on a going
concern basis
12. AUDITORS:
MESSRS. BHANDARI & KESWANI, Chartered Accountants, the Statutory
Auditors of the company retire at the conclusion of this 49th Annual
General Meeting of the members and are eligible for reappointment. They
have also filed required certificate to the effect that if reappointed
as statutory auditors the same will be within the limits specified
under Section 224(1 B) of the Companies Act 1956.
REPLY TO AUDITORS REMARKS:
The Directors are taking necessary steps to introduce satisfactory
Internal Audit System at an early date.
13. PARTICULARS OF EMPLOYEES - 217 (2A)
There were no employee drawing remuneration exceeding Rs. 24,00,000/-
per annum or Rs. 2,00,000/- per month.
14. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO 2l7(1)(e)
The company is not carrying any manufacturing activity relating to
conservation oi energy and technology absorption. The company did not
earn any income in foreign exchange and there was no expenditure in
Foreign Exchange.
15. REPORT ON CORPORATE GOVERNANCE:
The company had taken all necessary steps and complied with all
requirements of Corporate Governance after increase of paid up share
capital above Rs. 3 cores on completion issue of Bonus shares. A
detailed report on Corporate Governance is annexed to this report. The
company has fully complied with all the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. The
certificate of compliance of conditions of Corporate Governance from
the Statutory Auditors of the company is annexed to this report.
16. SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act 1956, your company has obtained Compliance Certificate from Mr. S
ESWAR Practicing Company Secretary and a copy of the same is attached
to this report.
17. ACKNOWLEDGEMENT:
Your Directors to place on record their sincere thanks for the
cooperation and assistance extended by company's Bankers "Royal Bank of
Scotland, Union Bank of India, Auditors and employees at all levels and
above all the Shareholders for their continued support and patronage
and Directors look forward to the same cordial relationship in the
years to come.
By Order of the Board
For TULIVE DEVELOPERS LTD,
Place : Chennai 600 006 K V RAMANA SHETTY
Date : 13 - 08 - 2011 CHAIRMAN
Mar 31, 2010
The Directors have great pleasure in presenting the Forty Eigth Annual
Report of the company regarding operations and the financial results
for the year ended on 31 st March 2010.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2010 31.03.2009
Rs. Rs.
Net ProfitALoss) Before Depreciation & Tax 27,95,092 (1,63,894)
Depreciation (1,78,178) (2,42,618)
Provision for Taxation (164) (26,000)
Profit / Loss after Deprecation & Tax 26,16,751 (4,32,512)
Less / Add Deficit brought forward 1,83,44,138 1,87,76,650
Surplus / Deficit Carried to
Balance Sheet 2,09,60,889 1,83,44,138
RIGHT ISSUE:
As the Members are aware, the company had come out with a Rights Issue
of 4,96,875 equity shares of Rs. 101- each at Rs. 10/- each in the
ratio of 159 rights equity shares for every 64 Equity Shares held on
the Record date., i.e 19th March 2010. Thereafter the Basis of
Allotment of 4,96,875 Equity Shares in respect of the above issue,
which was oversubscribed by 30.44%, was approved by Bombay Stock
Exchange on 23rd April 2010. Subsequently the allotment of the same
had been made at the meeting of Board of Directors held on 24th April
2010. The company had received letters from Central Depository Services
(India) Limited (CDSL) and Bombay Stock Exchange Limited, intimating
the credit of 4,02,638 Equity Shares (for shares held in Demat form)
and according the permission to trade Equity Shares respectively.
In this regard, the Board would like to thank its members for reposing
confidence in the Company.
INVESTMENT IN PARTNERSHIP FIRMS M/s. KERRY ESTATE & M/s. TULIVE ESTATE:
The company had already entered with Partnership "KERRY ESTATE" and the
construction of Building for Residential purposes are in good progress.
Since the work is still under progress, the marginal share of profit is
Rs.33,29,041.30 during the FY 2009-10. During the year the company
become a partner in another firm namely "TULIVE ESTATE", The marginal
share of loss is Rs.4,100.00 during the FY 2009-10.
DEPOSITS:
Your company did not accept during the year any fixed deposit from the
public.
PROVISION FOR TAXATION.
No provision for tax as per the provisions of Income Tax Act, 1961, for
the year under review has been made since the company did not have
taxable income or liabilities U/s. 115JB. The question of provisions
for Fringe Benefit Tax does not arise since the same is withdrawn with
effect from 01.04.2009.
DIVIDEND:
In order to conserve resources, your directors do not recommend any
dividend for the current year. DIRECTORS:
In terms of Article 128 of the Articles of Association of the Company,
Shri. S. Venkataramani - Director of the Company retires by rotation
and being eligible, offers himself for reappointment at the ensuing
Annual General Meeting.
AUDITORS.
Messrs. Bhandari & Keshwani, Chartered Accountants statutory auditors
of the company will be retiring at the conclusion of the 48th Annual
General Meeting and are eligible for reappointment. They have also
filed required certificate to the effect that if reappointed as
statutory auditors, the same will be within the limits specified under
Section 224 (IB) of the Companies Act, 1956.
SECRETARIAL COMPLIANCE CERTIFICATE.
In accordance with the provisions of Section 383A of the Companies Act,
1956 the Company has obtained a Compliance Certificate from Mr.
S.Eshwar, Practicing Company Secretary and copy of the same is attached
to this report.
PARTICULARS OF EMPLOYEES U/S.217 (2A)
There were no employees drawing remuneration exceeding Rs.24,00,OOOAper
annum or Rs.2,00,000/- per month and hence particulars of employers are
not stated.
ADDENDUM TO AUDITORSREMARKS.
The Notes (Schedules) forming part of this account give adequate reply
/ explanation with regard to qualifications / remarks stated in the
report of statutory Auditors.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE
EARNINGS & OUTGO: Sec.217 (1) (C) of the Companies Act, 1956.
The Company has no activity relating to conservation of energy and
technology absorption. The company has not incurred any expenditure in
Foreign Currency towards professional fees and there were no earnings
in foreign exchange during the year.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
(a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material discrepancies.
(b) That the Directors had 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 financial year and of the
profit or loss of the company for that period.
(c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
(d) That the Directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT:
The Directors wish to place on record their sincere thanks for the help
and services rendered by the Bank, Auditors, Employers at all levels
and above all the shareholders and valued customers for their continued
support and patronage.
By Order of the Board
For TULIVE DEVELOPERS LTD.
K.V. RAMANA SHETTY
CHAIRMAN
Place: Chennai-6.
Date: 30.06.2010.