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Tivoli Construction Ltd. AGM Information 2019

Aug 19, 2019

63918_rns_2019-08-19_d14dab6f-027a-4095-83f2-efbf681ffd93.pdf

AGM Information

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TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: [email protected]

Date: 13.08.2019

The Listing Compliance Department BSE Limited 25[th] Floor, P. J. Towers Dalal Street Mumbai - 400 00 I

Scrip Code: 511096

Dear Sir/Madam,

Dear Sir,

Sub: Annual Report for the Financial Year 2018-2019 along with the Notice of the rd 33 Annual General Meeting of the Company.

Pursuant to the Regulations 30 and 34 (I) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, attached herewith is the Annual Report of the Company for the Financial Year 2018-2019 along with the Notice of the 33'd Annual General Meeting of the Company scheduled to be held on Wednesday, September 18, 2019, at 03.00 p.m. along with Attendance Slip and Proxy form forming part of Annual report.

Full Annual Report is available on the website of the Company www.tivoliconstruction.in

Please take the same on record.

Thanking you,

Yours faithfully,

For TIVOLI CONSTRUCTION LIMITED

PINAL PAREKH COMPANY SECRETARY! COMPLIANCE OFFICER

TIVOLI CONSTRUCTION LIMITED

DIRECTORS Kirit Thacker Rakesh Desai Bulchand G. Ahuja Anita Raheja COMPANY SECRETARY Pinal Parekh AND COMPLIANCE OFFICER AUDITORS N.S. Shetty & Co. Chartered Accountants BANKERS Indian Bank

REGISTERED OFFICE Raheja Chambers, th 12 Floor, Nariman Point, Mumbai - 400 021.

TIVOLI CONSTRUCTION LIMITED

(CIN: U5200MH1985PLC037365)

Regd. Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: [email protected]

NOT ICE

Notice is hereby given that the Thirty Third Annual General Meeting of the members of Tivoli Construction Limited will be held on Wednesday, the 18[th] day of September, 2019 at 3.00 p.m. at Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021, to transact the following business:

ORDINARY BUSINESS:

  • 1) To receive and adopt the Directors' Report and the Audited Financial Statements (including consolidated Financial Statements) for the year ended 31[st] March, 2019 and the Balance Sheet as at that date and the Auditor's Report thereon.

  • 2) To appoint a Director in place of Mr. Bulchand Ahuj a (DIN: 00057804) who retires by rotation and being eligible offers herself for re-appointment. 

ByOrderoftheBoard

KIRITTHACKER
Director

Mumbai 29[th] May, 2019

Contd ..2

(CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, I i[h] Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185 email: [email protected]

TIVOLI CONSTRUCTION LIMITED

--2--

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND, AND ON A POLL, TO VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

  1. Proxies, if any, in order to be effective, must be received at the Company's Registered Office not later than 48 (Forty Eight) hours before the time fixed for holding the meeting. Proxies submitted on behalf of the companies, etc. must be supported by appropriate resolution/authority, as applicable. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitIed to inspect the proxies lodged at any time during the business hours of the Company, provided not less than three days of notice in writing is given to the Company. 3. A person can act as a proxy on behalf of members not more than fifty members holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4 . Corporate Members are requested to send a duly certified true copy of the Board Resolution authorizing their representative to attend and vote at the Meeting. 5. Any member proposing to seek any clarification on the accounts, is requested to send the queries to the Company at its registered office at least seven days prior to the date of Annual General Meeting to enable the management to compile the relevant information to reply the same in the meeting.

  1. The Register of the Members and the Share Transfer Books of the Company will remain closed from Thursday, 12[th] September, 2019 to Wednesday, 18[th] September, 2019 (Both days inclusive).

  2. Members/Proxies are requested to bring their copy of Annual Report and attendance slip to the meeting. 8. Relevant documents referred to in the accompanying Notice and the Statement, are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays and Sundays, during business hours up to the date of the Meeting. 

Contd...3

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021

Phone No.: 022 - 2287 3185

Website: www.tivoliconstruction.in email: [email protected]

--3--

9. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who hold in physical form are requested to write their folio number in the attendance slip.

10. In case of Joint Holders attending the meeting, the Member whose name appears as the First holder in the order of names as per the Register of Members of the Company will be entitled to vote.

11. Nomination facility for shares is available for Members. 12. Members who would like to receive notices, letters, annual reports, documents and any other correspondence by electronic mode are requested to register their email address with the Company.

13. The Company is providing facility for voting by electronic means and the business may be transacted through e-voting.

14. In compliance with the provisions of Section 108 and other applicable provisions of the Act, if any, the Companies (Management and Administration) Rules, 2014 as amended and

Regulation 44 of SEBI (LODR) Regulations, 2015, the Members are provided with the facility to cast their vote electronically on all resolutions set forth in this Notice from a place other than the venue of the meeting ("remote e-voting") . 

TheMembers,whosenamesappearintheRegisterofmembers
/listofBeneficialOwnersasonWednesday,11[th]September,
2019("cut-offdate")areentitledtovoteonthe
ResolutionssetforthinthisNotice.Memberswhohave
acquiredsharesafterthedispatchoftheAnnualReportand
beforethebookclosuremayapproachtheCompany/RTAfor
issuanceoftheUserIDandpasswordforexercisingtheir
righttovotebyelectronicmeans.

ThefacilityforvotingthroughBallotPaperwillbemade
availableattheAGMandMembersattendingtheMeetingwho
havenotalreadycasttheirvotebyremotee-votingshall
beeligibletovoteattheMeeting.

Contd ....4

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, It[h] Floor, Nariman Point, Mumbai - 400 021

Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: tivoliconstructionlalyahoo.co.in

--4-- 

Memberswhohavecasttheirvotebyremotee-votingprior
totheMeetingmayalsoattendtheMeetingbutshallnotbe
entitledtocasttheirvoteagain.

TheCompanyhasappointedMr.SushilTalathifromMis.
SushilTalathi&Associates,PracticingCompany
Secretaries,Mumbai,astheScrutinizertoscrutinizethe
entiree-votingprocess,inafairandtransparentmanner.

Voting through electronic means

  • I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) ("remote e- voting[H] ) will be provided by National Securities Depository Limited (NSDL).

  • II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. 

III.Thememberswhohavecasttheirvote'byremotee-voting
priortotheAGMmayalsoattendtheAGMbutshallnotbe
entitledtocasttheirvoteagain.

Contd....5

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, Izt[h] Floor, Nariman Point, Mumbai - 400021

Phone No.: 022 - 2287 3185

Website: www.tivoliconstruction.in email: [email protected]

  • ---5---

  • IV. The remote e-voting period commences on Sunday, 15[th] September, 2019 at 10:00 a.m. and ends on Tuesday, 17[th] September, 2019 at 5:00 p.m. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 10[th] September, 2019, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

  • V. The process and manner for remote e-voting are as under:

  • A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] (i)Open email and open PDF file viz; "remote e- voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

  • (ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ -

  • (iii) Click on Shareholder Login (iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

  • (v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

  • (vii) Select "EVEN" of "Tivoli Construction Limited" 

Contd....6

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: [email protected] 

--6--
TIVOLI CONSTRUCTION LIMITED
(CIN: L45200MH1985PLC037365)
Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai - 400 021
Phone No.: 022 - 22873185
e: www.tivoliconstruction.in
email: [email protected]		 TIVOLI CONSTRUCTION LIMITED
(CIN: L45200MH1985PLC037365)
Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai - 400 021
Phone No.: 022 - 22873185
e: www.tivoliconstruction.in
email: [email protected]
--6--
(
(
(
(
(xi
B.		 viii) Now
you
are
ready
for
remote
e-voting
a
Vote
page
opens.
ix)
Cast
your
click
on
prompted.
vote
by
selecting
appropriate
opti
"Submit"
and
also
"Confirm"
x)
Upon
confirmation,
the
message
successfullyH
will
be displayed.
"Vote
xi) Once
you
have
voted
on
the
resolution,
yo
not
be allowed
to modify
your
vote.
i)
Institutional
shareholders
(i.e.
other
indi viduals,
HUF,
NRI
etc.)
are
required
t
scanned
copy
(PDF/JPG
Format)
of
the
r
Board
Resolution/
Authority
letter
etc.
t
with
attested
specimen
signature
of
the
authorized
signatory(ies)
who
are
authoriz
vote,
to
the
Scrutinizer
through
e-ma
[email protected]
with
a
copy
mar
[email protected]
In
case
a
Member
receives
physical
copy
Notice
of AGM
for members
whose
email
IDs

registered
with
the
Company/Depo
Participants(s)
or requesting
physical
copy]
(i)
Initial
password
is
provided
as
below/
bottom
of the Attendance
Slip
for the AGM		 s
Cast
on
and
when
cast
u
will
than
o
send
elevant
ogether

duly
ed
to
il
to
ked
to
of
the
are
not
sitory

at
the
:
EVEN
(Remote
e-voting
Event
Number)
111225
(ii) Please
S1.
No.
follow
all
steps
from
Sl.
(xii) above,
to cast
vote.
No.

n
case
of
any
queries,
you
may
refer
the
Fre
sked
Questions
(FAQs)
for
Members
and
remote
e
ser
manual
for
Members
available
at
the
do
ection
of
www.evoting.nsdl.com
or
call
on
tol

EVEN (Remote e-voting Event Number) 111225

(ii) Please follow all steps from Sl. No. (ii) to S1. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990. 

Contd ....7

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400021

Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: [email protected]

---7---

  • VII. If you are already registered with NSDL for remote e- voting then you can use your existing user ID and password/PIN for casting your vote.

  • VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

  • IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 11[th] September, 2019.

  • X. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 11[th] September, 2019, may obtain the login ID and password by sending a request at [email protected] or [email protected]

  • However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

  • XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

  • XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

  • XIII. Mr. Sushil Talathi of M/S. Sushil Talathi & Associates, Practicing Company Secretaries (Membership No. 8506 Certificate No. 9781) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e- voting process in a fair and transparent manner. 

Contd...8

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 2287 3185

Website: www.tivoliconstruction.in email: [email protected]

---8---

  • XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "remote e-voting[H] or "Ballot Paper[H] for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

  • XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter ~nblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

  • XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.tivoliconstruction.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

TIVOLI CONSTRUCTION LIMITED

(CIN: 1A5200MH1985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185

Website: www.tivoliconstruction.in email: [email protected]

Details of Director seeking re-appointment as required under SEDI (Listing Obligations & Disclosure Requirements) Regulations, 2015:

Mr. Bulchand G AHUJA (DIN 00057804) retired from Indian Air Force as Group Captain on 31" December 1980 after serving in the Flying Branch (General Duties / Executive) for 28 years; he was placed on Reserve list for five years thereafter.

A graduate of Indian Air Force Flying College & post graduate of Royal Air Force Central Navigation Establishment United Kingdom, Commanders Course at Air Force Administrative College, Senior Defence Management Course at Institute of Defence Management. He served as Director at the Ministry of Defence and retired on superannuation on attaining the age of 50 years.

For post retirement career in corporate world, he attended Courses in Business Management at Delhi University (Faculty of Management Studies), Labour Law Course at Indian Law Institute and Export Marketing Management with Indian Institute of Foreign Trade. He was a Fellow Member of 11FT. His post retirement experience includes two years as Managing Partner of a Firm Trading in Electronic Components, thirteen years as Chief Executive of an Export House. His experience in the Information Technology Field / Computer Systems Management spans over thirty-five years. He has experience in various Information Technology companies as Director F&A, Chairman / Director and as Adviser to Board of Director.

He is a Member of Aeronautical Society of India (MAeSI)

Mr. B. Ahuja may be deemed to be concerned or interested to the extent of 100 equity shares held by him in the Company. Mrs. Anita Raheja who is also a Director in the Company is the daughter of Mr. Bulchand Ahuja.

Directorship's in other Listed Companies: None

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365

Regd. Off: Raheja Chambers, li[h] Floor, Nariman Point, Mwnbai-400 021 Emailld:[email protected]

Website: www.tivoliconstruction.in

DIRECTORS' REPORT

To The Members, TIVOLI CONSTRUCTION L1MlTED Mumhai.

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

FINANCIAL HIGHLIGHTS (Standalone)

==> picture [437 x 374] intentionally omitted <==

----- Start of picture text -----

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

RESERVES:

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

DIVIDEND:

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

TIVOLI CONSTRUCTION LIMITED CIN: L45200MHI985PLC037365 Regd. Off: Raheja Chambers, l2'h Floor, Nariman Point, Mumbai-400 021 Email Id:[email protected] Website: www.tivoliconstruction.in

FIXED DEPOSITS:

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

INVESTOR EDUCATION AND PROTECTION FUND:

During the year there are no amounts to be transferred to Investor Education and Protection Fund.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

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

CONSOLIDATED FINANCIAL STATEMENTS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Kirit Thacker, Mr. Rakesh Desai, Mr. Bulchand G. Ahuja and Mrs. Anita Raheja continue to be the Directors of the Company. There were no changes in the Directorships during the year. Mr. Bhimprasad Sharma has continued to be Manager of the Company. During the year, the Company has appointed Mrs. Pinal R. Parekh as Company Secretary and Compliance Officer of the Company w.e.£. 11/12/20 18. The Company has appointed Mr. Anand Labade as the Chief Financial Officer of the Company w.e.f. 06/05/2019.

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

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

RETIREMENT BY ROTATION:

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

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

TIVOLI CONSTRUCTION LIMITED

CIN: L45200MH1985PLC037365

Regd. Off: Raheja Chambers, It[h] Floor, Nariman Point, Mumbai-400 021 Email Id:[email protected] Website: www.tivoliconstruction.in

PERFORMANCE EVALUATION OF THE BOARD:

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

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

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors ofthe Company met six (6) times during the financial year 2018-19 viz: (I) 25/05/2018 (2) 08/08/2018 (3) 04/09/2018 (4) 03/11/2018 (5) 11/12/2018 (6) 29/0 I/2019.

COMMITTEES OF THE BOARD :

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

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

I. Mr. Kirit Thacker - Chairman

  1. Mr. Rakesh Desai - Member

  2. Mr. Bulchand Ahuja - Member

The Audit Committee met five times during the year viz. (I) 25/0512018 (2) 08/08/2018 (3) 04/09/2018 (4) 03/11/2018 (5) 29/01/2019

NOMINATION & REMUNERATION COMMITTEE:

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

  • I. Mr. Kirit Thacker - Chairman 2. Mr. Rakesh Desai - Member

TIVOLI CONSTRUCTION LIMITED CIN: L45200MHI985PLC037365

Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021

Email Id:[email protected] Website: www.tivoliconstruction.in

  1. Mr. Bulchand Ahuja

  2. Member

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

STAKEHOLDERS' RELA nONSHIP COMMITTEE:

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

During the financial year 2018-2019, no complaints were received from shareholders. Moreover there were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year 3151 March, 2019, hence the Committee has not yet held a meeting during the year.

INDEPENDENT DIRECTORS MEETING:

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

  • I) 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 I 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 PRESERV AnON OF DOCUMENTS:

In accordance with Regulation 9 ofSEBI (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. 11 not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365

Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 EmaiIId:[email protected]

Website: www.tivoliconstruction.in

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 a Complaint Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2018-19, no complaints were received.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

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

RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with Related Parties during the Financial Year 2018-19. Hence the provisions of Section 188(1) are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2019, the Board of Directors hereby confirms that:

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

  • b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for the year;

  • c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

TIVOLI CONSTRUCTION LIMITED

CIN: L45200MHl985PLC037365

Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Emailld:[email protected]

Website: www.tivoliconstruction.in

  • d. the annual accounts of the Company have been prepared on a going concern basis;

  • e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

  • f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

  • a. As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19.

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Emailld:[email protected] Website: www.tivoliconstruction.in

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Mis. N. S. Shetty & Co., Chartered Accountants (Firm Registration No. 110I04W), the Statutory Auditors of the Company have been appointed for a term of 5 years (i.e. from the conclusion of the Thirtieth Annual General Meeting until the conclusion of the Thirty Fifth Annual General Meeting).

OUALIFICATIONS OF AUDITORS:

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

DEMATERIALIZATION OF SHARES

The 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 INE747VOIOI4. As on March 31, 2019,2,68,630 equity shares representing 53.72% ofthe 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 various policies are placed on the website of the Company and the same are updated periodically.

MEANS OF COMMUNICATION

The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

SECRETARIAL AUDITOR:

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

Board's explanation to the reservations! qualifications by the Secretarial Auditor:

  • I. There was no Company Secretary! Compliance Officer till II th December, 2018- Due to the small size of the operations of the Company, and since the Company is a loss making Company, despite best efforts, the Company was not able to find a suitable person for the post of Company Secretary, at a reasonable remuneration, we have however appointed Mrs. Pinal

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365

Regd. Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai-400 021 Email Id:[email protected] Website: www.tivoliconstruction.in

Parekh with effect from II th December, 2018 as the Company Secretary and Compliance Officer of the Company.

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

REPORTING OF FRAUDS BY AUDITORS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

RISK MANAGEMENT COMMITTEE:

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

CORPORATE GOVERNANCE

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

SECRETARIAL STANDARDS

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

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Emailld:[email protected]

Website: www.tivoliconstruction.in

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:

',. n -,

  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.

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

EXTRACT OF ANNUAL RETURN

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

ACKNOWLEDGEMENTS

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

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

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

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

TIVOLI CONSTRUCTION LIMITED

CIN: L45200MH1985PLC037365 Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Email Id:[email protected] Website: www.tivoliconstruction.in

Place: Mumbai

Date:

2 ! HAY 2019

Registered Office: 1h Raheja Chambers, 12 Floor, Nariman Point, Mumbai- 400021 Contact: 022-22873185 Website: www.tivoliconstruction.in Email: [email protected]

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365

Regd. Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai-400 021 Emailld:[email protected]

Website: www.tivoliconstruction.in

Management Discussion and Analysis

Macroeconomic Review:

As we step away from the Financial Year 2018-19 and assess the current and future outlook the global economy grew by 3.1% during 2018. This is estimated to slow down to 2.9% in the coming year and then remain steady till 2020.

Economic momentum in India is expected to remain steady this fiscal year, which started in April. Robust government spending should support growth, as should looser monetary policy and greater political certainty following the elections. However, weak public finances and global trade protectionism both weigh on prospects. Our panelists expect GOP growth of 7.2% in FY 2019, which is down 0.1 percentage points from last month's estimate, and 7.3% in FY 2020.

Meanwhile China's GOP, recorded a decrease of 6.6% in 2018 as compared to 6.9% in 2017. This was attributed to a strong recovery of exports as well as continued fiscal support. However, GOP is expected to dip to 6.2% in the coming year and is expected to dip further to 5.60% thereafter due to rising geopolitical tensions and concerns in the financial sector.

India will continue to remain the world's fastest-growing large economy in 2019 as well as in 2020, much ahead of China.

India's Construction and Infrastructure Sector

According to Global Oata, the Indian construction industry regained its growth momentum in 2018, helped by positive developments in economic conditions, improvement in investor confidence, and investments in transport infrastructure, energy, and housing projects.

In order to boost the construction of buildings in the country, the Government of India has decided to come up with a single window clearance facility to accord speedy approval of construction projects. In 2018, India was ranked 44th out of 167 countries in World Bank's Logistics Performance Index (LPI) 2018. India was also ranked second in the 2018 Agility Emerging Markets Logistics Index.

The cumulative growth in the index of eight core industries was 4.7 per cent in 2017-18 and 4.3 per cent year-on-year in Apr-Feb 2018-19. In the road sector, the government's policy to increase private sector participation has proved to be a boon for the infrastructure industry with a large number of private players entering the business through the public-private partnership (PPP) model. India is expected to become the third largest construction market globally by 2022. India has a requirement of investment worth Rs 50 trillion in infrastructure by 2022 to have sustainable development in the country.

TIVOLI CONSTRUCTION LIMITED CIN: L45200MHI985PLC037365 Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Emailld:[email protected]

Website: www.tivoliconstruction.in

The government's 'Housing for All' initiative aims to build 20 million affordable homes for the urban poor by 2022. This will provide a significant boost to residential construction (the market's largest category), which will account for a third of the industry's total value by 2023.1n its 2018-19 budget, the government increased its expenditure towards infrastructure development by 20.9% from Rs 4.9 trillion in the financial year 2017-2018 to Rs. 6 trillion in 2018-19.

Opportunities and Threats:

Various factors affecting the business and economic environment may turn into an opportunity or challenge for the Company.

Outlook:

The latest Economic Survey of India, estimates a slowdown in GDP growth in comparison to previous years. The advance estimates released by the Central Statistics Office (CSO) anticipates GDP growth for 2018-19 to be 7%, compared to the 7.2% growth achieved in 2017-18.

Inflation continued to increase during the Financial year. The Consumer Price Index (CPI) inflation increased 2.7% higher than 2017-18. This increase could be attributed to food inflation, which hovered around 2.86 from April to March 2019.

On the external front, current account deficit as a ratio to GDP is set to fall in Q4 (JanuaryMarch) of 2018-19, which will limit the leakage of growth impulse from the economy. The fiscal deficit of the central government has been gliding down to the Fiscal Responsibility and Budget Management (FRBM) target.

Risks and Concerns:

The impact of macroeconomic variables such as a slowdown in the economic activity especially real estate, construction and infrastructure sector would have an adverse effect on the Company's performance. The Company evaluates the associated risks while making an investment decision.

Internal Control Systems and their adequacy:

The Company has satisfactory internal control system. The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with the applicable laws & regulations.

Financial Performance with respect to Operational Performance:

Other Income showed an increase of earnings from Rs. 2,44,938/- to Rs. 2,95,489.

Human Resources:

The Company has appointed Ms. Pinal Parekh as the Company Secretary cum Compliance Officer during the year. The Company had 2 employees as on March 31,2019.

Certification by Chief Financial Officer (CFO) & Manager

The Board of Directors Tivoli Construction Limited Raheja Chambers, 12[th] Floor Nariman Point, Mumbai - 400 021

We, Bhimprasad Sharma, Manager and Anand Labade, CFO of Tivoli Construction Limited certify to the Board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that we have reviewed the Financial statement and cash flow statement of the Company for the financial year ended 31[st] March 2019.

  • I. To the best of our knowledge and belief, we certify that:

  • a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

  • b) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations; and

  • c) there are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.

  • For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, and further state that there were no deficiencies in the design or operation of such internal controls.

  • We do further certify that there has been: a) no significant changes in internal controls over financial reporting during the year; b) no significant changes in accounting policies during the year; and

  • c) no instances of fraud, of which we are aware during the period.

Place: Mumbai Date: 29 MAY 2019

Bhimprasad Sharma Manager

Anand Labade CFO

TIVOLI CONSTRUCTION LIMITED

CIN : L45200MH1985PLC037365 Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai-400 021 Email Id:[email protected] Website: www.tivoliconstruction.in

Annual Declaration under Regulation34 (3) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DECLARATION

As required under Regulation 34(3) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that all the Board members and senior executives of the Company have complied with Code of Ethics of the Company for the year ended March 3 I, 2019.

TIVOLI CONSTRUCTION LIMITED

A~q~~es';"'~..uLKirit1hacker Rakesh Desai Director Director DIN: 00787841 DIN: 00152982

Place: Mumbai

Date: 2 9 MAY 2018

I. •

CS Jignesh Makwana

os

('ractieing Company Secretary

B/&, R.ajcsh Palel Chawl, Orlcm Tank Road Shankar Lane, Malad West Mumb.i - 400 064 Tel: 022 4970 4800 E: [email protected]

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31[51] ' MARCH 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule NO.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, TIVOLI CONSTRUCTION LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tivoli Construction Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31" March 2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

Page 1 of 5

CS Jignesh Makwana

os

Practicing Company Secretary

BIb, Rajesh Patel Chawl, Orlem Tank Road Shankar Lane, Malad West Mumbai - 400 064

Tel: 022 4970 4800

E: [email protected]

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;.

(ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv)The following Regulations and Guidelines prescribed under the Securities and Exchange Boa.rdof India Act, 1992 ('SEBl Act')

a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b)The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;and

(v) Other laws applicable to the Company as per the representation given by the Company.

!/we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSELimited.

Page 20fS

DS

CS J Makwana ignesh PracticingCompany Secretary

8/6. Rajesh Patel Chaw I, Orlem Tank Road Shankar Lane, Malad West Mumbai - 400 0&4

Tel: 02249704800 E: [email protected]

During the period under review and subject to the explanations given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

(i) There was no Compliance officer/Company Secretary in the Company till appointment of Ms. Pinal Rahul Parekh as a Company Secretary with effect from 11 December 2018.

(ii) There was no Chief financial officer in the Company during the financial year 2018-19.

(iii)Secretarial Standards have been generally complied with.

(iv) Nil investor grievance complaints have been filed by the Company with the exchange and therefore it is not noted in minutes book of the Committee/Board.

I further report that

The compliances by the Company of applicable financial laws like Direct and Indirect tax laws have not been reviewed in this Audit since the same are subject to review by Statutory Financial Audit.

TI,e Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as applicable.

Adequate notice is given to all directors to schedule the Board Meetings, were sent as per the compliance of the Companies Act, 2013, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The Board decisions are carried out with the assenting views of the Directors.

Page 30fS

==> picture [75 x 66] intentionally omitted <==

----- Start of picture text -----

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----- End of picture text -----

CS J Makwana ignesh

Practicing Company Secretary

BIb, Rajesh Patel Chaw!, Orlem Tank Road 5han,kar Lane, Malad West Murribai - 400 064

T 01: 022 4970 4800 E:[email protected] I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

fgnesh Makwana acticing Company Secretary Mem No.: F9920 COP: 13928

Date: 28 May, 2019 Place:Mumbai

Page 4 of 5

CS Jignesh Makwana

os

'Annexure A'

PracticingCompany Secretary

8/6. Rajesh ratel Chaw I, Orlem Tank Road Shankar lanto, Malad West Mumbai -400 064 Tel: 022 4970 4800 E: [email protected]

To, The Members, TIVOLI CONSTRUCTION LIMITED

Our report of even date is to be read along with this letter.

  1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based of our audit.

  2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

  3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

  4. Where ever required, we have obtained Management representation about the Compliance of the various other laws, rules and regulations and happening of events etc.

  5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

  6. The Secretarial Audit report is neither an assurance as to the future viability of . the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

S r nesh Makwana

r dicing Company Secretary

em No.: F9920

COP: 13928

Date: 28 May, 2019/place: Mumbai

Page 5 of 5

1

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial yoarended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(11 of tho Company (Management & Administration) Rules, 2014.

REGISTRATION & OTHER DETAILS:

==> picture [497 x 560] intentionally omitted <==

----- Start of picture text -----

1 crN L45200MH1985PLC037365
2 R istration Date 03109/1985
3 Name of the Com 0 TIVOLI CONSTRUCTION LIMITED
4 COl lSub-cat oftfle Com 0 Public Co '" Limited b Shares
5 Addre5S of the Registered office & contact details Raheja Chambers, 12th Roor, Narlman Point, Mumbal - 400 021
6 Whether listed com 0 Ye.
7 Name, Address & contact details of the Registrar & N.A.
Transfer Aoenl if anv.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
AJllhe business activities conmbutinn 10 % or more of the totallumover of the comnSlnV shall be statedl
S. No. Nama and Description of main products / services NIC Code of the Product / service % to total turnover of the company
1 Interest From Bank 609 100.00
III Particulars of the Holding, Subsidiary & Associate Companies
No. S,. Name & Address of the Company CIN/GLN HoldingAssociate I Subsidiary / held % of shares Annlicable section
1 Victoria Investments Co. lid U67120MH1986PlC039419 Subsidiarv 100" 2 (46)
IV SHARE HOLDING PATIERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding
Ca1egory of Shareholders No. of Shares(Asheldon 31-March-2018]at the beginning of the year No, of Shares[As onheld31-March-2019)at lhe end of lhe year ChAnne"
duI'
Oemat Physical T""" Shares'" of Total Demo! Physical Total Total "of the year
Shares
A Promoters
1 Indilln
a Individual! HUF 123300 158 530 281830 56.37 173330 106 500 281830 56.37
b Central Govt 0 0 0
c Stale Govt s 0 0 0
d Booies C 0 82.100 62100 16.42 26800 55 300 62100 16.42
e Banks / FI 0 0 0
All olher 0 0 0
Sub-total A 1 :. 123300 2410630 363930 72.79 200130 163000 363930 72.79 0
2 Forel n
a NRls. Individuals 0 0
bOther. Individuals 0 0
c BodiosCo 0 0
d Banks/FI 0 0
An other 0 0
Sub-total A 2 :. 0 0 0 0 0 0 0
Total shareholdln of Promoter A = 123300 2410.630 363930 72.79 2OO!3O 163800 363930 72.79 0
A 1 A 2
B Public Shareholdin
1 Inslilulions
8 Mutual Funds
b Banks I FI
c Central Govt
d Sta1e Govt s
e Venture Ce ital Funds
Insurance Com nies
Flls
h Forei n VOfllure Ca ital Funds
i Others s Individual
Sub.totat B 1 :. 0 0 0 0 0 0 0
----- End of picture text -----

2
a)
'I
'I
'I		 Non-lnstitutlons
Bodies
C
i Indian
ii
Overseas
Individuals		 0 '0000 '0000 8.00 58300 1800 60100 12.02
12,170
I) Individual
shareholders
holding
nomil'\8l
share		 0 12,170
83,900
136 070
136 070
0
376700		 2.43 10,200 10,200 2.04
capital
upto Rs. 1 lakh
ii) Individual
sharnholders
holding
nominal
share
capital
in excess
of Rs 1 18kh
Others
5
Non Resident
Indians
Overseas
C
rate Bodies
Forel
Nationa!s
Cleari
Mom"""
Hindu
Undivided
Families
Forel
n Bodies
- 0 R
Sub-toul
B 2:-
Total
Public
Shareholdi
8=81+82
Shares
held
by Custodian
for GDRs
& ADRs
Grand
Total
A+B+CI		 0
0
0
123300		 83,900
136 070
136 070
0
500000		 16.78
27.21
27.21
100,00		 68500
68500
0
268830		 65,770
67570
67570
0
231 370		 65,770
136 070
136 070
0
500000		 13.15
27.21
27.21
100.00		 0
0
0
0
8'
SN
1
2
3
•
5
•
7
8
•
10
11
12
13
"
15
I.
17
18
I.
20
21
22		 Shareholdinn
of Promoter.
Shareholder's
Name
MRS
KAMLA
WAOHWA
MRS ANITA
0 RAHEJA
MR. CHATURBHUJ
WADHWA
MR. BHAGWANDAS
S RAHEJA
BHAGWANDAS
SEWARAM
HUF
DR. BEHARllAl
S. RAHEJA
DR. BEHARlLAL
SEWARAM
HUF
MRS
SHEELA
H RAJANI
MRS.
SHOBHA
RAJPAL
MR NARESH
B AHUJA
MR RABINDER
G AHUJA
MR. BULCHAND
G AHUJA
MRS ASHA
S AHUJA
MRS
SAROJ
R AHUJA
MRS,
INDRA
B AHUJA
MRS SHANTI
B RAHEJA
VIJAY
B RAHEJA
VIJAY
B RAHEJA
OF KB
TRUST
SONAL
PROPERTIES
P LTD
BRINDA8AN
BUilDERS
PRIVATE
LIMITED
SHIRAZ
BUILDERS
P LTD
B.S.R.
GRIHNIRMAN
P LTD		 Shareholding
No. of
Shares
123200
50030
200
10100
20100
10100
20100
200
100
100
100
100
100
100
100
10100
'.900
20100
15000
11 300
500
'00		 at the beginning
% aftolsl
Shares
of ttw
company
24.64
10.01
0.04
2.02
4.02
2.02
4.02
0,04
0.02
0,02
0.02
0.02
0.02
0.02
0.02
2,02
338
4,02
3.00
2.26
0.10
0.08		 of the year
%of Shares
Pledgedf
encumbered
to
total shares
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0		 Shareholding
No. of
Shares
123200
50030
200
10100
20100
10100
20100
200
100
100
100
100
100
100
100
10100
'.900
20100
15000
11 300
600
'00		 at tile end of
1t. of Iotal
Shafes
of the
company
24.64
10.01
0.04
2.02
4.02
2.02
4.02
0.04

0.02
0.02
0.02
0.02
0.02
0.02
0.02
2.02
3.38
4,02
3.00
2.26
0,10
0.08		 the yesr
%of Shares
PledgedJ
encumbered
to lotal
shares
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0		 % change
;n
shareholdi
ng during
the year
.
.
23
2'
25
26
27
28
29
30
31
32		 SANDRA
CONSTRUCTION
P LTD
BANDRA
PROPERTIES
P LTD
BEAU
RIVAGE
ESTATES
P LTD
G'v.R
BUILDERS
P LTD
LAVINA
ESTATES
PVT LTD
lOUISIANA
ESTATES
P LTD
QUEENS
CONSTRUCTION
P LTD
RAJDEEP
RAHEJA
EXPORTS
PVT LTD
S.B.R
ESTATES
& FINANCE
P lTD
SEA SIDE
PROPERTIES
PVT lTD		 600
15000
500
'00
'00
500
'00
1500
200
200		 0.12
3.00
0.10
0.08
0.08
0.10
0,08
0.30
0.04
0.04		 0
0
0
0
0
0
0
0
0
0		 800
15000
500
'00
'00
500
'00
1500
200
200		 0.12
3.00
0.10
0.08
0.08
0.10
0.08
0.30
0.04
0.04		 0
0
0
0
0
0
0
0
0
0		 .
33 SUNANDA
CONSTRUCTION
P LTD		 15,000 3.00 0 15,000 3.00 0 .
34
35
36
37		 VIJAY
RAHEJA
BUilDERS
P LTD
DBR PROPERTIES
P LIMITED
BEAU
RIVAGE
TRADING
P LIMITED
PEBBLE
BAY DEVELOPERS
P LIMITED		 10,000
200
10000		 2.00
0.04
2.00		 0
0
0		 10,000
10200		 2.00
2.04		 0
0
0
0		 .
Total 363930 72.79 0 363930 72.79 0

==> picture [408 x 301] intentionally omitted <==

----- Start of picture text -----

Cl Change in Promoters' Shuelloldlng (plcase specif!, If there is no change) NoChanac
Shareholding at the beginning Cumulative Shareholding
of the year during the year
SN Particulars Date of ~ of total %oftote1
No. at shares shares of the Change No. of shares shares of the
ching!
company company
Altha inni olthe ear 363930 72.79 363930 72.79
Date .,;,. Increase I Decrease Promoters
Sharehalding during the year specifying " the reasons
for inaease I decrease (e.g. allotment /transfer J
bonus! sweat eauitv et~.-\:
At the end of the ear 363 930 72.79 363 930 72.79
0) Stlareholding Pattern of top tcn Shareholders:
Other than Dimctors Promoters and Holders of GORs and AORs :
For Each of the Top 10 Shareholders Shar9holdlngof theallhayear beginning Cumulativeduring Sharcholdingthe year
5N % of tOlal % of total
Date No, of shares shares of the Chanae No, of shares shares of the
company company
1 Re. n Rahe' "UF 20100 4.02 20100 4.02
2 Mrs. Savltri P. Ba 17600 3.52 17 600 3.52
3 Fortune Films Pvt Ltd 12000 2.40 12000 2.40
4 Kat ilem Premises Pvt Ltd 12000 2.40 12000 2.40
5 Meenakshl Builders Pvt ltd 12,000 2040 12,000 2.40
6 Raian Raheia 5,100 1.02 5.100 1.02
7 Suman Reheis 5,100 1.02 5,100 1,02
8 Manali Builders Pvt. ltd 500 0.10 500 0.10
9 R.B.R. ES181eS & Finance Pvt. ltd 400 0.08 400 0.08
10 Shoreline Construction Pvt Ltd 400 0.08 400 0.08
----- End of picture text -----

E) Shareholding
of Directors		 and Key Managerial
Personnel:		 and Key Managerial
Personnel:		 and Key Managerial
Personnel:		 Shareholding altha
beginning		 Cumulative
Shareholding
Shareholdln"
of Olrector511nd		 Kev Mlna"erlal Personnel: Dale of the year
%of total
No. of shares
shares
of the		 Ch •• ". during
the year
%oftotal
No, of shares
shares
of the
company company
5N
1
2
3
4
5
8		 Kiril Thacker
Bu!chand
Ahu'
Rakesh
Desai
Anita
Rahe
Pinal
Parekh
Anand
Labade		 110
100
50.030		 0.02
0.02
10,01		 110
0.02
100
0.02
50,030
10.01
7 Bhimprasad
Sharma
Total
of all DirectorsIKMP		 at the end of the yeaf 50,240 10.05 50,240
10.05

NIL

V) INDEBTEDNESS -Indebtedness of the Company Including interest outstanding/accrued but not due fOf payment.

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----- Start of picture text -----

-
Total
Loans Unsecured Deposits Indebledne
excluding Loan, "
dAnDsits
Indebtedness at tho begInning of tho fin.llnci.lll year
i Princi IAmount
Ii Interest due but not ~
iii Interest accrued but not due
Totlll 1+11+111
CtlIInge In Indebtedness during the fln.llnclal year
• Addition
• Redvction
Not Chan e
Indebtedness .lit the end of the financial ."
i Princi tAmount
Ii Interest due but not I.
iii) Interest accrued but not due
Total 1+11+111
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.
A Remuneration to Man ••••inn Director Whole-time Directors end/Of Mananer; NtL
SN. Particulars of Remuner81ion Name of MDMlTDf Menager Tatel Amount
Bhimprnad
Sharma - - -
(Mansa;")
Gross salary NIL NIL
(a) Salary as per provisions contained in section 17(1)
of the Income--taxAd 1961
1
(b) Value of perquisites ufs 17(2) Income-tax Act, 1961
(cl Profits in lieu of salal)' under section 17(3) Income-
tex Act 1961
2 Stock Ootion
3 S_E It
Commission
- as % ofprofrl
4
-OIhe~
5 Others, please specify
Total (A) NIL NIL
Ceiling as per the Act
B Remunettltion to other directors
SN. Particulars of Remuneration Name of Directors Total Amount
Rakesh
Independent Directors Kiril Thacker Desai
Fee fOf attendi board committee meeti , 1500,00 1500,00 3000.00
1
Commission
Others, please specify
Totel 1 1500,00 1500,00 3000,00
Anita
Other Non-Executive Directors Bulctland Ahuja Raheie
2 Fee fOf attendi board commiltee meetl , 1000.00 1500,00 2500,00
Commission
Othe" lease s
Total 2 1000.00 1 500.00 2500,00
Total B = 1+2 1500,00 1500,00 1000.00 750.00 5500.00
TOial Mana erial
Remuneration
Overall Celli " th.Act
----- End of picture text -----

,

==> picture [367 x 328] intentionally omitted <==

----- Start of picture text -----

C REMUNERATION TO KEY MANAGERIAl PERSONNEL OTHER THAN NIL
MDIMANAGER/VoITD
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
Nam. Pinal Parekh Anand labade
1 Gross salary 1,00,000 Nit Nil
(a) Salary 8S per provisions contained in section 17(1)
of the Income-tax Act, 1961 Nil Nil Nil
(b) Value of perquisites uls 17(2) Income-tax Act, 1961 Nil Nil Nil
(e) Profits in lieu of salary under section 17(3) Income-
tax Act, 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat E II Nil Nil Nil
4 Commission Nil Nil Nil
- es%of 'I Nil Nil Nil
others 5 Nil Nil Nil
5 Othe" lease 5 Nil Nil Nil
Total 1 00000 Nil Nil
VII PENAL nes I PUNISHMENTI COMPOUNDING OF OFFENCES- NIL
Details of
Type SectionIh. of B"of Punishment! Penalty I Authority(RDI made, Appealif Imy
Companies Description NCLTJ (give
Compounding
'ot fees Imposed COURT] Details)
• COMPANY
p"", I
Punishment
Com I
B DIRECTORS
p""" Punishment
Com ,,,"
C OTHER OFFICERS IN DEFAULT
Penatt
Punishment
Com ",jI
----- End of picture text -----

"'or and on behalf of the Board of Dir«tors of TIVOLI CONSTRUCTION LTD

~cI-<obu~ ~..t:.L

Kirit Thacker Rakesh Desni Di~tor Di~lor DIN: 0.0787841 I)JN: OOlS2982 MUMBAI Dated 2 9 HAY 2019

TIVOU CONSTRUCTION LTO FORM AOC.l

(Pursuant to first proviso to sub-see.tlon (3) Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/Joint Ventures! Associates

Part A : Subsidiaries

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----- Start of picture text -----

RUDeesl
Victoria
Investments
Sr. No. Name of SubsidiarY Comoanv Ltd
1 The date since when subsidiary was aCQuired 31-03-1986
2 ReDortjn~ Currency INR
3 Share caoital 70,04,000
4 Reserves & Surolus 1,47.14,972
5 Total Assets 2,17,60,034
6 Total Liabilities 41,062
7 Investments Nil
8 Turnover 11,80,261
9 Profit/(loss) Before Taxation 11,48,319
10 Provision for Taxation 2,95,692
11 Profit/(loss) After Taxation 8,52,627
12 Pro Dosed Dividend Nil
13 % of shareholdlng 100%
Part B : Associates and Joint Ventures
RUDees)
Sr. No. Name of Associates/Joint Ventures NIL
1 latest audited Balance Sheet date
2 Date on which the Associate or Joint Venture was
assodated or acaulred
3 Shares of Associates/Joint Ventures held by the
Company on the year end
Number
Amount of Investment In Associates/Joint Venture
Extend of Holding %
4
Description of how there Is sljtnlficant Influence
5 Reason why the AssocIate/Joint Venture is not
consol1dated
6 Networth attributable to Shareholding as per
latest audited Balance Sheet
7 Profit/l loss) for the year
1.Considered In Consolidation
11.Not Considered In Consolidation
----- End of picture text -----

Notes: (1) Name of entities which have been liquidated or sold during the year. None. (2) The reportIng period of the subsidiary company is March 31, 2019.

For and on behalf of Board of Dlredors of T1VOU CONSTRUCTION LIMITED

~~

Director

Dl N: 00787841

Rakesh Desai Director DIN: 00152982

Place: Mumbai Dale: 2 9 MAY 2019

I:(@

N. S. SHETTY & co.

CHARTERED ACCOU~TA~TS

Phone: 2623 1716, 2623 7669 Fax: 2624 5364 E.mail. [email protected]

"Arjun", Plot No. 6A, VP. Road, Andheri (W), Mumbar . 400 058.

Independent Auditor's Report

To the Members of TIvoli Construction Umited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of TIvoli Construction Umited ("the Company") which comprise the Balance Sheet as at 31" March, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31" March, 2019, and Loss including Other Comprehensive Income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit af the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. Based on the circumstances and facts of the Audit, there are no key audit matters to be reported.

Information Other than the Standalone Financial Statements and Auditor's Report thereon The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not eXr.e s any form of assurance conclusion thereon. s"E~ ~ati~ with our audit of the standalone financial statements, our responsibility is to read the other .t' in.f6.ffi,atio~. d, in doing so, consider whether the other information is materially inconsistent with the ~ r: J.h;'.~) i: '1>1<)JJ~~ '1"0 ACCO\S

standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive Income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company's financial reporting process

Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that inciudes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

  • As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • on the appropriateness of management's use of the going concern basis of accounting and, the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraph 3 and 4 of the Order.

  • As required by Section 143 (3) of the Act, based on our audit we report that, :

  • a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

  • b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

  • c. The standalone financial statements dealt with by this Report are in agreement with the books of account.

  • ...,""'-, .

  • d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

  • e. On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none the directors are disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

  • f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

    • we report that the Company has not paid/provided

  • h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Company does not have any pending litigations which would impact its financial position.

  • ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

For N S Shetty & Co.

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----- Start of picture text -----

Chartered Accountants
FR :0 0101W
W
N.. e
Partner
M. No. 035083
----- End of picture text -----

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements' section of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

  • i. The Company does not have any fixed asset and hence clause (i) of the Order is not applicable to the Company.

  • ii. As explained to us, the Company does not have any inventory during the year under review. Hence clause (ii) of the Order is not applicable to the Company.

  • iii. The Company has not granted secured/unsecured loans to Companies, firms, llP's, or parties covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act'). Accordingly, clause (iii) ofthe Order is not applicable to the Company.

  • iv. The Company has complied with the provisions of Section 18S and 186 of Companies Act, 2013 in respect of loans granted, investments made, guarantees and security provided.

  • v. The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and the rules framed thereunder.

  • vi. The Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act, for any of the activities carried on by the Company.

vii. According to the information and explanations given to us in respect of Statutory dues:

  • (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax/Customs Duty, Cess and other material statutory dues wherever applicable to it with the appropriate authorities.

  • (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at 31" March, 2019 for a period of more than six months from the date they became payable.

  • (c) There were no dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Value Added Tax which have not been deposited as at 31" March, 2019 on account of dispute.

  • viii. The Company has not availed any loan from Government/banks/financial institutions or raised fund by issue debentures during the year. Hence clause (viii) of the Order is not applicable to the company.

  • ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, clause (ix) of the Order is not applicable to the Company.

  • xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company.

  • xiii. According to the information and explanations given to us, transactions with the related parties are in compliance with Section 177 and 188 of the Act. The details of related party have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

  • xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

  • xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them during the year. Accordingly, clause (xv) of the Order is not applicable to the Company.

  • xvi. According to the information and explanations given to us the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

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----- Start of picture text -----

e
Partner
M. No. 035083
----- End of picture text -----

Annexure - B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred in Para 2(f) under "Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls over finandal reporting under aause (i) of Sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Tivoli Construction Umited ("the Company") as of 31" March 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Finandal Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate Internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's 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 information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by ICAI and the Standards on Auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Finandal Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control and financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that rece' and expenditures of the company are being made only in accordance with authorizations of . '!,lfilitefl)e nd directors of the company; and (3) provide reasonable assurance regarding prevention or 'tl \y; e oti of unauthorized acquisition, use, or disposition of the company's assets that could have a ~ a,W~~t~ff ~d the financial statements. ~ 101 I f!! ~ . m'~J $

~ 1l 'l',s ACCO"'';

Inherent Umltations of Internal Financial COntrols over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31" March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

TIVOLI CONSTRUCTION LTO CIN: L4S200MH198SPLC03736S

Balance Sheet as at 31st March 2019

Particulars Note
No.		 Note
No.		 As at
As at
31st
March
31st
March		 As at
As at
31st
March
31st
March		 As at
As at
31st
March
31st
March		 As at
As at
31st
March
31st
March
2019 2 18
ASSETS
Non-current
assets
Financial assets:
Investments 3 65,09,000 65/09,000
Other financial assets 4 2,08,000 2,08,000
Tax Assets
(net)		 S 54,829 24,955
Other non-current assets
Total non-current assets 67,71,829 67,41,955
Current assets
Financial assets
Trade receivables 6 67,500 67,500
Cash and cash equivalents 7 96,492 1,64,368
Other balances with Banks 8 42,50,000 46,00,000
Other financial assets 9 1,58,512 1,73,657
Other current assets
Total
current
assets		 45,72,504 50,05,525
Total Assets 1,13,44,333 1,17,47,480
EQUITY AND LIABILITIES
Equity
Equity share capital 10 50,00,000 50,00,000
Other equity 11 63,04,417 66,88,719
Total equity 1,13,04,417 1,16,88,719
Liabilities
Current liabilities
Financial Iiabilites
Other financialliabilites 12 39,916 58,761
Other Current liabilites
Total current liabilities 39,916 58,761
Total equity and liabilities 1,13,44,333 1,17,47,480
Notes forming part of the financial statements 1 to 23
**For and on behalf of ** the Board of Directors of
TIVOLI CON5TRUcf;ON
LTD
tC>es~~..c~
Kirit Thacker **Rakesh ** Desai
Director Director
DIN: 00787841 DIN: 00152982
~
Anand Labade Pinal Parekh
CFO Company Secretary

Place: Mumbai Date: 2 9 MAY 2019

TIVOLI CONSTRUCTIONLTD

CIN: L45200MH1985PLC037365

Statement of Profit and Loss for the year ended 31st March 2019

Year Ended Year Ended
Particulars Note 31st March 31st March
No. 2019 2018
Income
Revenue from operations
Other income 13 295489 244938
Total income 295489 244938
Expenses
Employee
benefit
expenses		 14 1,00,000
Finance costs 15 2,550 1,031
Other expenses 16 577241 528 167
Total expenses 679791 529198
loss before exceptional **items and ** Tax (3,84,302) (2,84,260)
Exceptional
items - Profit/(Ioss)
Loss before
Tax		 (3,84,302) (2,84,260)
Tax Expense
Income Tax
Tax in respect of earlier years
Loss after Tax (3,84,302) (2,84,260)
Other
Comprehensive		 Income
Items that
may not be reelasified		 to the statement of profit and loss
Total
Other
comprehensive		 income, net of tax
Total Comprehensive Income for the year
Earnings per share (of Rs 10 each):
Basic (0.77) (0.57)
Diluted (0.77) (0.57)
Notes fonmin
art of the financial
statements		 1 to 23
AS per our report of even date
For N. S. Shetty & Co. For and on behalf of the Board of Directors of
Chartered
Accountants		 TIVOLI CONSTRUCTIONLTD
~~~~~..t,'L-
Kirit Thacker Rakesh Desai
r Director Director
Mem. No. 035083 DIN: 00787841 DIN: 00152982
~e Pinal Parekh
CFO Company Secretary

Place: Mumbal

Date: 29 MAY 2019

TIVOU CONSTRUCTION LTD CIN:L4S200MH1985PLC037365 Cash Flow Statement for the year ended 31st March, 2019

Particulars Particulars Particulars Particulars 2018-19 2017-18
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax (3,84,302) (2,84,260)
Adjustments
for:
Interest income 2 95 489 244938
295489 244938
o eratin
Profit before workln		 ca Ital chan es 679 791 529198
Changes in :
Trade and other receivables
Trade and other
a abies		 18845 18845 38 211 38211
cash generated from operations (6,98,636) (4,90,987)
Direct Taxes
aid
Net of Refunds		 29874 7496
Net cash flow from 0 eratln activities 728510 483491
B CASH FLOW FROM INVESTING ACTIVITIES
Investments
in Bank Deposits
(having		 original maturity of more 3,50,000 (33,00,000)
than three
months)
Interest received 3 10 634 21 90 735
Net cash flow from Investl" activities 660634 11 09 265
C CASH FLOW FROM FINANCIAL ACTIVITIES
Receipt of Loan given to Corporate 5,75,000
Interest
on Income Tax refund		 1 744
Net cash flow from tinancl" activities 576744
NET CHANGES IN CASH AND CASH EQUIVALENTS (67,876) (10,16,012)
CASH AND CASH EQUIVALENTS AT THE START OF THE YEAR 1,64,368 11,80,380
CASH AND CASH E UIVALENTS AT THE END OF THE YEAR 96492 164368

As per our reoort of even date For N. S. Shettv &. Co. For and on behalf of the Board of Directors of TIVOLI CONSTRUCTION LTD

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.z:<:-~~ ~ e..s":"':~«....~
Klrit Thacker Rakesh Desai
Director Director
DIN: 00787841 DIN: 00152982
Q.Q-~nA..
Anand Labade p'na,vtekh
CFO Company Secretary
----- End of picture text -----

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Place: "'umbal
Date: 2 9 MAY 2019
----- End of picture text -----

CIN: L45200MH1985PLC037365

TIVOU CONSTRUCTION LTO

Statement of Changes In Equity

Rs
a) Equity share capital
As at 1st April, 2017 50,00,000
Changes In the equity share capital during the year
As at 31st March 2018 50,00,000
Changes In the equity share capital during the year
As at 31st March 2019 5000000
Reserves and surplus
Particulars General reserve Retained Earnings Total
Balance
as at April 1, 2017		 29,60,000 40,12,979 69,72,979
Loss for the year (2,84,260) (2,84,260)
Other comprehensIve
Income for		 the year, net of tax
Total comprehensive
Income for		 the year (2,84,260) (2,84,260)
Allocatlonsl Appropriations
Transferred
(to) I from RetaIned Earnings
Balance
as at March 31, 2018		 29,60,000 37,28,719 66,88,719
Balance as at April 1, 2018 29,60,000 37,28,719 66,88,719
Loss for the year (3,84,302) (3,84,302)
Other comprehensive
Income for		 the year, net of tax
Total comprehensive
Income for		 the year (3,84,302) (3,84,302)
Allocatlonsl Appropriations
Transferred
(to) / from Retained		 Earnings
Balance as at March 31, 2019 29,60,000 33,44,417 63,04,417
Nature &. Purpose of Reserve
(a) General reserve
The general reserve Is a free reserve which Is used from time to time to transfer profits from retained earnings
for approprlatlon
purposes.		 As the general reserve Is created by a transfer from one component of equity to
another
and Is not an Item		 of other comprehensIve Income.
(b) Retained earnings
Retained earnings represents the amount of accumulated
earnings of the Company.
As per our report of even date
For N. S. Shelly &. Co. For and on behalf of the Board of Directors of
Chartered Accountants nvou CONSTRUCTIONLTD
Fir
110101
~P't-.-f2J-?L1,...1<09,
(7 . ~- ~~~s.:""'~~...e.;...
Klrlt Thacker Rakesh Desai
Director Director
DIN:00787841 DJN:00152982
Anand Labade
Pinal Parekh
CFO Company Secretary
Place: Mumbal
29
MAY 2019
Date:

I

TIVOLI CONSTRUCTION LTD Notes forming part of the Financial Statements

Note 1: Corporate Information:

TIVOLI CONSTRUCTIONLTD (the "Company"), is a public limited company incorporated in India and has its registered office situated at Raheja Chambers, 12'h Floor, Nariman Point, Mumbai 400021.

The Company is primarily engaged in the business of construction.

Note 2: Basis of Preparation, Critical Accounting Estimates and Judgements, Significant Accounting Policies and Recent Accounting Pronouncements:

(i) Compliance with IND AS

These standalone financial statements have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as the 'Ind AS') as prescribed under Section 133 of the Companies Act, 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other relevant provisions of the Act.

(ii) Basis of preparation

  • (a) These standalone financial statements have been prepared on a historical cost convention, on the accrual basis of accounting. The accounting policies have been applied consistently over all the periods presented in financial statements.

  • (b) Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

  • (c) Current Assets do not include elements which are not expected to be realised within 1year and Current Liabilities do not include items which are due after 1year, the period of 1year being reckoned from the reporting date.

(iii) Critical accounting estimates and judgements

The preparation of these standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions, that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements pertain to:

(a) Impairment testing: The recoverable amount of cash generating units is higher of valuein-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which include turnover and earnings multiples, growth rates and net ",~ETT}' ef . argins used to calculate projected future cash flows, risk-adjusted discount rate, and *~~. Fir 9u1']re economic and market conditions. Re,~.r',) ~ (') 1101!' '~.1 V) { MUI1"~ )/@oome Taxes: Deferred tax assets are recognized to the extent that it is regarded as 'P1::.<:---<:;~Ribable that deductible temporary differences can be realized. The Company estimates -rt::DACCO

deferred tax assets and liabilities based on current tax laws and rates and in certain cases, business plans, including management's expectations regarding the manner and timing of recovery of the related assets. Changes in these estimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets and thereby the tax charges in the Statement of Profit or Loss.

Provision for tax liabilities require judgements on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary. from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

(iv) Significant Accounting Policies:

(a) Revenue recognition:

(i) Income from operations

Revenue from operations is accounted on accrual, is net of indirect taxes, returns and discounts. Revenue is measured at the fair value of the consideration received or receivable.

(ii) Interest:

Interest income is accrued on a time proportion basis using the effective interest rate method.

(b) Investments in subsidiaries

Investment in a subsidiary is a long-term investment and is carried at cost.

(c) Taxation

  • (i) Provision for current taxation has been made in accordance with the Income Tax laws applicable to the assessment year.

  • (ii) Deferred taxis recognized on timing difference being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods. Where there is unabsorbed depreciation, or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets.

  • (iii) Minimum Alternate Tax ("MAT") credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount is written down to the extent there is no longer a convincing evidence that the Company will be liable to pay normal income tax during the specified period.

(d) Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet date, to assess any indication of impairment. If any such indication exists, the recoverable amount of such assets is estimated. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is greater of the net selling price or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate discounting factor.

A previously recognized impairment loss is increased or reversed depending on changes in circumstances.

I

will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation.

(f) Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit/ (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. Cash flow for the year is classified by operating, investing and financing activities.

(g) Earnings per Share

Basic earning per share is computed, by dividing the profit or loss after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share.

(h) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classification:

  • Cash and Cash Equivalents - Cash comprises cash/cheques on hand and demand deposits with banks. Cash equivalents are short-term balances with an original maturity of three months or less from the date of acquisition, highly liquid investment that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

  • Debt Instruments - The Company classifies its debt instruments as subsequently measured at amortised cost, fair value through Other Comprehensive Income or fair value through profit or loss based on its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

(i) Financial assets at amortised cost

  • Financial assets are subsequently measured at amortised cost if these financial assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included as a part of the Company's income in the Statement of Profit and Loss using the effective interest rate method.

(Ii) Financial assets at fair value through Other Comprehensive Income CEYOCn

  • Financial assets are subsequently measured at fair value through Other Comprehensive Income if these financial assets are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest. Movements in the carrying value are taken through Other Comprehensive income, except for the' recognition of impairment gains or losses, interest revenue are recognised in the Statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from Other Comprehensive Income to

the Statement of Profit and Loss. Interest income on such financial assets is included as a part of the Company's income in the Statement of Profit and loss using the effective interest rate method.

(iii) Financial assets at fair value through profit or loss (FVTPLl

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on such debt instrument that is subsequently measured at FVTPLand is not part of a hedging relationship as well as interest income is recognised in the Statement of Profit and Loss.

(II) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition.

Subseguent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised, and through the amortisation process.

De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit and Loss,

(III) Impairment of financial assets

The Company assesses, at each reporting date, whether a financial asset or a group of financial assets is impaired. Ind AS-109 on Financial Instruments, requires expected credit losses to be measured through a loss allowance.

nvou CONSTRUCTION LTD

Notes forming part of the financial statements

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As at As at
Particulars 31st March 31st March
2019 2018
Note 3 Non Current Investments
Investment In equity of subsidiary. Unquoted
Victoria Investments Company Umited
700,400 (700,400) fully paid up equity shares 65,09,000 65,09,000
of RS.I0 each
6509000 6509000
Note 4 Other non-current financial assets
Deposits with banks 2,08,000 2,08,000
208000 208000
Note 5 Tax assets (Net)
Income Tax assets (net)
Opening balance for the year 24,955 32,451
Less: Tax payable for the year - -
Add : Taxes paid 29,874 24,320
Add/(LesS) : Refund/adjustment for earlier years - '31 816
Closing balance 54829 24955
Note 6 Trade receivables (unsecured)
Trade receivables - considered good 67,500 67,500
Trade receivables which have significant Increasein Credit Risk - -
Trade receivables - credit impaired - -
67500 67500
Note 7 cash and cash equivalents
Cashon hand 979 747
Balanceswith bank In current account 95513 1 63621
96492 1 64 368
Note 8 Other Balances with Banks
Tenn deposits with original maturity for
more than 3 months but less than 12 months 42,50,000 46,00,000
4250000 4600000
Note 9 Other financial assets
Interest receivable 1,58,512 1,73,657
1 58512 I 73657
h.Sr.~Y<f~

''I N. "-
~ ()-~.J1\'/ l.t'
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'?~D ACCO'V'
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TlVOU CONSTRUCTION LTO

Notes forming part of the financial statements

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As a' As at
Particulars 31st March 31st March
2019 2018
Note 10 Equity Share Capital
.) Authorised Capital
5,00,000 (5,00,000) Equity shares of Rs.10 each 50,00,000 50,00,000
b) Issued share capital
5,00,000 (5,00,000) Equity shares of Rs.10 each 50,00,000 50,00,000
c) Subscribed and fully paid up
5,00,000 (5,00,000) Equity shares of RS.10each 50,00,000 50,00,000
5000000 5000000
d) Reconciliation of the number of shares outstandlnn at the benlnnn and at the end of the year
As at 31st March 2019 As at 31st March 2018
No. of shares R. No. of shares Rs
At the beginng of the year 5,00,000 50,00,000 5,00,000 50,00,000
-
At the end of the year 500000 5000000 500000 5000000
e) Shareholders holdlnq more than 5% shares
As at 31st March 2019 As at 31st March 2018
No.of shares % of holdlnn No.of shares % of holdinn
Anita0 Raheja 50,030 10.01% 50,030 10.01%
KamlaCWadhwa 1,23,200 24.64% 1,23,200 24.64%
Note 11 Other equity
(a) General reserve
As per last Balance Sheet 29,60,000 29,60,000
(b) Retained eamings
Opening Balance 37,28,719 40,12,979
Add: Net Profit/(Ioss) after tax transferred from
statement of profit and loss '3843021 '284260
Closing Balance 33,44,417 37,28,719
6304417 6688719
Note 12 Other current financial liabilities
Statutory liabilities 1,100 1,261
Uablllty for expenses 38,816 57,500
39916 58761
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TIVOLI CONSTRUCTION LTO

Notes forming part of the financial statements

Year ended Year ended
Particulars 31st March 31st March
2019 2018
Note 13 Other income
Interest income
On deposit with Banks 2,95,489 2,43,194
On Others 1,744
295489 244938
Note 14 Empoyee benefit expenses
Salaries& wages 1,00,000
100000
Note 15 Finance costs
Bank Charges 2,550 1,031
2550 1031
Note 16 Other expenses
Advertisement expenses 76,513 59,164
Annual custody fees 9,000 9,488
Filingfees 4,545 10,631
Listing fees 2,50,000 2,87,500
Ratesand taxes 77,436 19,202
Legaland professional 1,10,366 1,04,232
Auditors remuneration (Refer note below) 30,000 30,000
Directors' sitting fees 5,250 4,500
Miscellaneous expenses 14 131 3450
577241 528167
Auditors' remuneration comprises
Statutory Audit 30000 30000
30000 30000

..

TIVOLI CONSTRUCTION LTD Noles forming part of the Financial Statements

Note-17 Earnlnas Per Share (EPS)

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31st March, 31st March,
2019 2018
Basic &. Diluted
Contlnulnq and total operations
Net profit I (loss) for the year (3,84,302) (2,84,260)
Welahted averaoe number of eaultv shares 5,00,000 5,00,000
Par value Der share 10 10
famines Der share 10.771 10,571
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Note-IS Dues to Micro &. Small Enterprise Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" Is based on the Information available with the Company regarding the status of registration of such vendors under the said Act, as per the Intimation received from them on requests made by the Company. There are no due/overdue principal amounts / Interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays In payment made to such suppliers during the year or for any earlIer years and accordingly there Is no Interest paid or outstanding Interest In this regard In respect of payment made during the year or on balance brought forward from previous year.

Note-19 Segment Information

The nature of activities of the Company Is such that there are neither reportable nor geographIcal segment In terms of Ind AS -108 on "Operating Segments".

Note-20 Related Party Disclosure

Names of related parties and related party relationship-where control exists SubsIdiary Victoria Investments Company ltd Transactions during the year During the year the Company has not entered Into any transactions with related parties. Balances with Related Parties as on 31St March, 2019 2018-19 2017-18 Investments Victoria Investments Company Ltd 65,09,000 65,09,000 Note~21 Contingent liabilities & Commitments

The Company does not h~ve any contingent liability and commItments as on the balance sheet date.

Note-22 Deferred Tax SInce there are no material adjustments between both Accounting Income and Taxable Income, the Deferred Tax assets or Uabliities Is Nil In accordance with Ind AS 12 on "Income Taxes".

Note-23 In the opInion of management, Current Assets, Loans and Advances have a rellzable value In the ordinary course of business not less than the amount at which thay are stated In the balance sheet and provision for all known liabilities and doubtful assets have been made.

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For and on behalf of the Board of Directors of
TIVOU CONSTRUCTION LTD
....J/rV ,
~ rlt Thacker ~ ~ Rakesh e,,-~ Desai !""~\u,..--
Director Director
DIN: 00787841 DIN: 00152982
~ ~.qJ~"
Anand Labade Pinal Parekh
CFO Company Secretary
----- End of picture text -----

I 'rrA\ 0J

N. S. SHETTY & co.

CHARTERED ACCOU'HA!TS

Phone: 2623 1716. 2623 7669 Fax: 2624 5364 E-mail: [email protected]

"Arjun", Plot No. 6A, v.p Road, Andheri (W), Mumbai - 400 058

Independent Auditor's Report

To the Members ofTivoli Construction Limited

Report on the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of TIvoli Construction Limited ("the Holding Company") and its subsidiary (the Holding Company and its Subsidiary together referred to as "the Group") which comprise the consolidated -Balance Sheet as at 31" March, 2019, the consolidated Statement of Profit and loss (including Other Comprehensive Income), the consolidated Statement of Changes in Equity and the consolidated Statement of Cash Flows for the year ended on that date, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") specified under section 133 of the Act and other accounting principles generally accepted in India, of the consolidated state of affairs of the group as at 31" March, 2019, and Profit including other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. Based on the circumstances and facts of the Audit, there are no key audit matters to be reported,

Information Other than the Consolidated Financial Statements and Auditor's Report thereon The Holding Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the c(,"solidated financial statements and our auditor's report thereon.

Our opinion on the consolidated fmandal statements does not wve< the other informatioft aRelwe do not express any form of assurance conclusion thereon.

consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

if, ~ed on tt.t. work we have performed, we conclude that there is a material. misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Consolidated Financial Statements

The Holding COmPany's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated finanda~ pel-fol-l't'lance, tota+ "COliipl€hel-isive' trrcomei consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. The Holding Company's Board of Directors is also responsible for ensuring accuracy of the records including financial information considered necessary for the preparation of consolidated Ind ASfinancial statements. Further, in terms of the provisions of the Act, the respective Board of Directors / management of the companies included in the Group are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting..records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of the consolidated financial statements by the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, management is responsible for assessing the Group's abHity. to continue as a going: 'concern, .discloG'ing, as applicable, matters felated,to.-goingcc-ncern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Boar<lof Di,ectors are also responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material .r:ni_~~1f1_1;~rn.~.fl.~wh~n. i.t. ~J.~" ~.~~t.~f.l:l.E:n~ _l;~". ~rj.~ ~ ~Qr:n. f~~.I..}Q Qr ~r~qr_ ~n.q q~~ C;Qn~i.Q~~~Q.. m~,t,~(i.~I.it individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and m~im~in. p'rQf~ssiQI1~1sk~p.ti~ismthrQ~ghq~t th~ ~~cjit..W~~Isq:

  • Identify and assess the risks of material misstatement of the consoiidatedfrnancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, 0' the averride af internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting ~~im~~'l~ ~~<:l.r~I.~t~<:l.<:li~~19~~.r~~rn.~<:l'l!ly m~~~g~m~~t,

  • Conclude on the appropriatenes"S of'management's use of the going concern basis Gf aeeountiflg and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the eonsolidated finandal statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated financial statements, i~~I~<:ling~h~ c:li~~19~~r~~,~~<:l.wh~th~r ~h.'l~n.~91.i.<:l.~~~<:lfi~~.~~i.al~~~.~~m.~~~r'lpr'l~'l~~ ~h~ ~~<:l.'lrlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of m.o~t.~igl)jfi@I)('l il) th~ ~I••. c!i~.oJ me. ~~Q.lic!, •.tec!.finil.nc_~Js_~te.mel)~ Q.fth.e.cwre.nt period '!nd are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of gQi~g ~QWQ~!gr'l~~~~!1!y l!'l. 'l~I!'lg'lg ~QQ~tw'ligh ~'lI!~.!1!i~ inW'l~~ l!'l~'ln~ Q!~~~h~Qmm~~i~~~iQn,

Report on Otllertepl and Regulatory Requirements

As required by section 143 (3) of the Act, based on our audit we report that:

  • a. We have sought and obtained all the information and explanations which to the best of our knowledge an.Qlle1igf w.er'l.nec~$1ry fQ, t)l.e purl!Qs~ Qfour alJQit,

  • b. In our opinion, proper books of account as required by law have been kept by the Group so far as it appears from our examination of those books.

  • c. Consolidated financial Statements dealt with by this Report are in agreement with the books of account.

  • d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

  • e. On the basis of the written representations received from the directors of Holding Company and Subsidiary Company as on 31st March, 2019 taken on record by the Board of Directors, none of the directors of Group Company are disqualified as on 31st March, 2019 from being appointed as a director i.~wm~ Qf ~'lgiQn I£;!4(~l9f ~h'l Act,

  • f. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and it's Subsidiary Company and the operating effectiveness of such controls, refer to Qur separate Report in "Annexure "At}.

  • g. As required by section 197(16) of the Act, we report that the Holding Company and Subsidiary Company has not paid/provided remuneration to its Director during the year.

  • h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Group does not have any pending litigations which would impact its financial position.

  • ii. The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

  • iii. There were no amounts which were required to be transferred, to the Investor Education and Pr()teqion FU,nd QY th.e Gr@P.

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For N SShetty & Co.
Chartered Accountants
FR 0.: 0 0101W
N. e
Partner
IVI. "'C!. Q~!?~~
Place: Mumbai
Date: 29'" May, 2019
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Annexure - A TO THE INDEPENDENTAUDITOR'S REPORT

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143of1he Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Tivoli Construction Umited ("the Holding Company") and its subsidiary company (together referred to as 'the Group') as of March 31, 2019 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary company are responsible for ~~t~~li~hing ang m~int~i~i~g inw~~1 fin~~~i~1 l;Q~V91~ ~~~~g 9~ ~h~ in.W'1~1 ~9W91 9v~r fin~n.~!~I. reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Contrals Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuraey and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Group based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit ~99~~i~ r~g~Q'1gl)!~g~~~rg~.~~~I)Q~\ Wh~\h.f;lr~g~g~gtf;l i.'1W'1~1fi'1~'1~igl~Qntr91~QVf;lrfi~gn~igl r~PQr1i~g was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a mater1al weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our ~~gi\ 9pi'1i9n on V1~ Gr9~p in.t~rn.~1finan.~i~Il;Q'1tr91~~y~tf;lm9v~r fin~n.~i.~1r~P9r1ing.

Meaning of InternalFinantial ClI11trOlsOver financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ompany's assets that could have a material effect on the financial statements.

",\'lETT)' e,. <f

"0

  • ~. .* () :t' f! ~ MumJai ~ -~ <, /Y('o ACCO'0-<:-

Inherent Umitations of Intemal Financial Controls Over Financial Reporting

!!l)~~~.~l)of ttll) intll)rl)nt Iimit~tiQn~ of intl)m~! fin~n~i~1 ~ontrQI~ QVl)r fin~n~i~1 rl)I1Qr1;ing,in~I~Qing ttll) possibility of collusion or improper management override of controls, material misstatements due to error OTfraud may .ocrur arid not be detected. Also, projections of aTrY"""luation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Group has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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For N 5hetty & Co.
Chart red Ac untants
FRNo • 110 lW
N.
Partner
M. No. 035083
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•

TIVOU CONSTRUCTION LTD

CIN: L4S200MH198SPLC03736S

Consolidated Balance SheE;t as at 31st March 2019

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As at As at
Note
Particulars 31st March 31st March
No.
2019 201B
ASSETS
Non-current assets
Financial assets:
Loans 3 83,00,000 83,00,000
Other financial assets 4 2,39,000 2,39,000
Tax assets (net) 5 57,849 22,749
Other non-current assets
Total non-current assets 85,96,849 85.61,749
Current assets
Financial assets
Trade receivables 6 67,500 67,500
Cash and cash equivalents 7 1,80,620 4,50,481
Other balances with Banks 8 1,00,78,831 1,01.00,000
Other financial assets 9 76.71,561 69.54,357
Other current assets
Total current assets 1,79,98,512 1,75,72,338
Total Assets 2 65 95 361 26134087
EQUITYANO LIABILITIES
Equity
Equity Share Capital 10 50,00,000 50,00,000
Other Equity 11 2 15 14 383 21046064
Total Equity 2,65,14,383 2,60,46,064
Liabilities
Current liabilities
Financial Ilabllites
Other financial liabilites 12 69.415 76,461
Provisions 13 11 562 11 562
Total current liabilities 80.977 88,023
Total equity and liabilities 26595361 26134087
1 to 27
Notes formin art of the consolidated financial statements
As per our report of even date
For N. S. Shetty &. Co. For and on behalf of the Board of Directors of
Cha red countants TIVOLI CONSTRUCTION LTD
Fir
t<:x~c~
-
0" . -~_.~~~'-
Klrlt Thacker Rakesh Desai
p Director Director
Mem. No. 035083 DIN: 00787841 DIN: 00152982
~
Anand labade Pinal Parekh
CFO Company Secretary
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Place: Mumbal
Date: 2 9 MAY 2019
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TIVOLI CONSTRUCTION LTD

CIN:L45200MH1985PLC037365

Consolidated Statement of Profit and Loss for the year ended 31st March 2019

Note **Year ** **Year ** Ended **Year ** **Year ** Ended
Particulars No. 31st March 31st March
2019 2018
Income
Revenue
**from **		 operations
Other
income		 14 1475750 13 69 611
Total Income 1475750 13 69 611
Expenses
Employee
benefit		 expenses 15 1,00,000
Finance costs 16 2,808 1,589
Other expenses 17 608931 548057
Total
Expenses		 7 11 739 549646
Profit
before		 exceptional Items and Tax 7,64,011 8,19,965
Exceptional
**items **		 **- ** Profit/(Ioss)
Profit
before		 Tax 7,64,011 8,19,965
Tax Expense
Income Tax 2.95.692 3,29,800
Tax in respect of earlier years
Profit after Tax 4,68,319 4,90,165
Other Comprehensive Income
Items
that
**may **		 not be reclasified **to ** the statement **of profit and ** loss
Total Other comprehensive **Income, ** net of tax
Total Comprehensive **Income ** for the year 4 68 319 490165
**Earnings per share (of ** **Rs ** 10 each):
Basic 0.94 0.98
Diluted 0.94 0.98
Notes forming
**part **		 **of the ** consolidated financial
statements 1to 27
As per our report of even date
For N. S. Shetty & Co. For and on behalf of the Board of Directors of
Ch
rtered
Accountants		 TIVOLI CONSTRUCTIONLTD
FI
Klrit Thacker Rakesh Desai
Director Director
DIN: 00787841 DIN: 00152982
~
Anand Labade Pinal Parekh
CFO Company
Secretary

Place: Mumbal Date: 2 9 MAY 2019

TIVOLI CONSTRUCTION LTD CIN: l4S200MHI98SPLC03736S Consolidated Cash Flow Statement for the year ended 31st March, 2019

Con solidated
Cash Flow Statement
for the year ended 31st March,		 2019
A Particulars
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax
Adjustments
for :		 2018-19
7,64,011		 2017-18
8,19,965
Interest
Income
Ooeratlna
Profit before workln
ca Ita! channes
Changes In :
Trade and other receivables		 (1475
750
(14 75 750
(7 11 739
-		 11369611
(13 69 611
IS 49 646
-
B
C		 Trade and other oavables
Cash generated
from operations
Direct Taxes (Net of Refunds)
Net cash flow from 0 eralln
activities
CASH FLOW FROM INVESTING ACTIVITIES
Investments
In Bank Deposits (having
original maturity
of more
than three months)
Interest
received
Net cash flow from investin
activities
CASH FLOW FROM FINANCIAL ACTIVITIES
Receipt of Loan given to Corporate		 (7046
(7046'
(7,18,785)
13 30 791'
11049576
21,169
758546
779715
-		 40386
40 386
(S,09,260)
(3 23 105
1832365
(1,21,180)
29 13 292
2792112
(31,00,000)
Interest
on Income Tax Refund		 1744
Net cash flow from financina
activities
NET CHANGESIN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTSAT THE START OF THE YEAR		 -
(2,69,861)
4,50,481		 13098256
(11,38,509)
15,88,990
CASH AND CASH EQUIVALENTSAT THE END OF THE YEAR 180620 450481
As oer our reoolt of even date
For
• S. S}i! f:tV8**For and on behalf of the Board of Directors**\
**of**\
Ch\
~d ~(~ountants\
TIVOLI CONSTRUCTION LTD\
~"".\
,.'"''''.\
~~~~\
,\
~"\
Firm\
"0\
t1:>es"~~...c."-
:&!iiil S
tty
~
(
Reo. No.
"
Rakesh Desai
Pal'riler
:I'
11010 111V
CI)
Director.
Director
,.
Me
o. 035083
~
f..kmt.<-ti
~
DI~1
DIN: 00152982
~',
,,~
Q.~_R~.."J.}.
'?c -_
10~
"DACCO
Anand Labade
Pinal Parekh
CFO
Company Secretary
Place: Mumbal*

==> picture [477 x 165] intentionally omitted <==

----- Start of picture text -----

As oer our reoolt of even date
For • S. S}i! f:tV8Ch ~d ~(~ountants TIVOLI CONSTRUCTION LTD\
,\
~"".\
~",.'"''''.Firm "0 t1:> es"~ ~...c."-
" ~~~~
:&!iiil S tty ~ ( Reo. No. Rakesh Desai
Pal'riler :I' 11010 111V CI) Director. Director
,.
Me o. 035083 ~ f..kmt.<-ti ~ DIN: 00152982
~', ,,~ DI~1
'?c - 10~
"DACCO
Q.~ R~.."J.}.
Anand Labade Pinal Parekh
CFO Company Secretary
Place: Mumbal
Date: 29 HAY [2019]
----- End of picture text -----*

nvou CONSTRUcnON LTD CIN: L45200MH1985PLC037365

Consolidated Statement of Changes In Equity

a) Equity share capital

As at 1st April, 2017

Changes In the equity share capital during the year As at 31st March 2018

Changes In the equity share capital during the year As at 31st March 2019

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Rs
50,00,000
50,00,000
5000000
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bOther ui
Reserves I!Indsurplus
Particulars capital capital Reserve General Retained Total
reserve redemption Fund of RB] reserve earnings
reserve A 1954
B818nooas at April 1, 2017 4,95,000 1,000 25,24,981 35,72,500 1,39,62,418 2,05,55,899
Profit for the year 4,90,165 4,90,165
Other comprehensive Income for the year, net of tax
Toml comprehensive Income for the year 4,90,165 4,90,165
Allocationsl Appropriations
Transferred (to) I from Retained Earnings 1 54885 20000 1 74 885
1 54885 20000 1 74 885
Balance as et March 31, 2018 4,95,000 1,000 26,79,866 35,92,500 1,42,77,698 2,10,46,064
Balance as at April I, 2018 4,95,000 1,000 26,79,866 35,92,500 1,42,77,698 2,10,46,064
Profit for the year 4,68,319 4,68,319
Other comprehensive
income for the year, net of tax
Totzll comprehensive Income for the year 4,68,319 4,68,319
Allocatlonsl Appropriations
Transferred (to) I from RetaIned EarnIngs 1 70 525 20000 1 90 525
1 70 525 20000 1 90 525
Balance as at March 31, 2019 4,95,000 1,000 28,50,391 36,12,500 1,45,55,492 2,15,14,383
Nature Ii Purpose of Reserve

(a) C8pitel reserve The Group recognises profit and loss on purchase, sale, Issue or cancellation of the Group's own equity instruments to capital reselVe.

(b) C8pltel redemption reserve

  • As per CompanIes Act, 2013, capital redemption reserve Is created when company purchl'lses Its own shares out of free reserves or securitIes premIum. A sum equal to the nomInal value of the shares so purchased Is transferred to capital redemption reserve. The reselVe is utlllse{j In accordance wIth the provisIons of section 69 of the CompanIes Act, 2013.

  • (C) Reserve fund of RB] Act, 1954 The Company has created a Reserve Fund in terms of Section 45.1C(1) of Reserve Bank of India Act, 1934. A sum not less than 20% of net profit every year before declaration of divIdend is transferred to Reserve Fund of RBI Act, 1954. The reselVed Is utilised for the purpose as specified by RBI.

  • (d) General reserve The general reserve is a free reserve which Is used from time to time to transfer profits from retaIned earnings for appropriation purposes. As the general reserve Is created by a transfer from one component of equity to llnother lind Is not an item of other comprehensive Income.

(e) Retained earnings Retained earnings represents the amount of accumulated earnings of the Company.

AS per our report of even date For N. S. She~ &. Co. For Bnd on behalf of the Board of Directors of Cha red A TlVOU CONSTRUCTIONLTD ~t;Pa~n;,~~.."L Klrit Thacker Rakesh Desai Director Director Mem. No. 035083 D]N:00787841 DIN: 00152982 ~ Anand Labade Pinal Parekh CFO Company Secretary

Place: Mumbal Date: 29 MAY 20

TIVOLI CONSTRUCTION LTO Notes forming part of the Consolidated Financial Statements

Note 1: Corporate Information:

TIVOLI CONSTRUCTIONLTD (the "Company") and it's subsidiary (together referred to as 'the Group'), is a public limited company incorporated in India and has its registered office situated at Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai 400021.

The Company is primarily engaged in the business of construction and providing loans.

Note 2: Basis of Preparation, Critical Accounting Estimates and Judgements, Significant Accounting Policies and Recent Accounting Pronouncements:

(i) Compliance with INO AS

These consolidated financial statements have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as the 'Ind AS') as prescribed under Section 133 of the Companies Act, 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other relevant provisions of the Act.

(ii) Basis of preparation

  • (a) These consolidated financial statements have been prepared on a historical cost convention, on the accrual basis of accounting. The accounting policies have been applied consistently over all the periods presented in financial statements.

  • (b) Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

  • (c) Current Assets do not include elements which are not expected to be realised within 1 year and Current Liabilities do not include items which are due after 1 year, the period of 1 year being reckoned from the reporting date.

(iii) Principles of consolidation and equity accounting

(a) Subsidiary

Subsidiary is an entity (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of that entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The Group combines the financial statements of the parent and its subsidiary line by line adding together like items of assets, liabilities, equity, income and expenses. Intra-Group transactions, balances and unrealised gains on transactions between entities within the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit and Loss, Consolidated Statement of Changes in Equity and the Consolidated Balance Sheet respectively.

(b) Capital Reserve

Capital reserve comprises the portion of the purchase price for an acquisition that lower the Group's share in the identifiable assets, calculated on the date of acquisition.

'<l'',I",n1'), " '.,~ .:'!'. .'i" i~~C:? 'jCritical accounting estimates and judgements - o. i '9. ) t. ) (") 11U')~\~1 ~0 ~p ,.,.i,,;~J~e' .P#eparation of these consolidated financial statements in conformity with the recognition .<\';:~al)«('measurement principles of Ind AS requires management to make judgements, estimates "D ACCO" LI'

and assumptions, that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements pertain to:

  • (a) Impairment testing: The recoverable amount of cash generating units is higher of valuein-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which include turnover and earnings multiples, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, and future economic and market conditions.

  • (b) Income Taxes: Deferred tax assets are recognized to the extent that it is regarded as probable that deductible temporary differences can be realized. The Company estimates deferred tax assets and liabilities based on current tax laws and rates and in certain cases, business plans, including management's expectations regarding the manner and timing of recovery of the related assets. Changes in these estimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets and thereby the tax charges in the Statement of Profit or Loss.

Provision for tax liabilities require judgements on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

(v) Significant Accounting Policies:

(a) Revenue recognition:

(i) Income from operations

Revenue from operations is accounted on accrual, is net of indirect taxes, returns and discounts. Revenue is measured at the fair value of the consideration received or receivable.

(ii) Interest:

Interest income is accrued on a time proportion basis using the effective interest rate method.

(b) Taxation

  • (i) Provision for current taxation has been made in accordance with the Income Tax laws applicable to the assessment year.

  • (ii) Deferred tax is recognized on timing difference being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods. Where there is unabsorbed depreciation, or carry

  • \Err forward losses, deferred tax assets are recognised only if there is virtual certainty of <f realisation of such assets.

",.S

R~> t~ii) inimum Alternate Tax ("MAT") credit is recognised as an asset only when and to the ~ 1;OfG'/':v ~ xtent there is convincing evidence that the Company will pay normal income tax during '1>, '/11;''',[- .." ~,- ~hespecified period, Such asset is reviewed at each balance sheet date and the carrying ....<S .(~- 0'~DACCO-s'" amount is written down to the extent there is no longer a convincing evidence that the Company will be liable to pay normal income tax during the specified period.

(c) Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet date, to assess any indication of impairment. If any such indication exists, the recoverable amount of such assets is estimated. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is greater of the net selling price or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate discounting factor.

A previously recognized impairment loss is increased or reversed depending on changes in circumstances.

(d) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a binding present obligation. This may be either legal because it derives from a contract, legislation or other operation of law because the Company created valid expectations on the part of the third parties by accepting certain responsibilities. To record such an obligation it must be probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation.

(e) Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit! (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. Cash flow for the year is classified by operating, investing and financing activities.

(f) Earnings per Share

Basic earning per share is computed, by dividing the profit or loss after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share.

(g) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classification:

  • Cash and Cash Equivalents - Cash comprises cash/cheques on hand and demand deposits with banks. Cash equivalents are short-term balances with an original maturity of three months or less from the date of acquisition, highly liquid investment that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

  • 6v.~.~

  • f c:''p~bt Instruments - The Company classifies its debt instruments as subsequently _~y-;;:;/)_

  • ",'( p,~::r,,~\ (Treasuredat amortised cost, fair value through Other Comprehensive Income or fair value ~ \ 1',0"";' ) :th'fough profit or loss based on its business model for managing the financial assets and "1;>'~:;./::'ttfe contractual cash flow characteristics of the financial asset. .1j~D ACCO[S] "

(i) Financial assets at amortised cost

  • Financial assets are subsequently measured at amortised cost if these financial assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included as a part of the Company's income in the Statement of Profit and Loss using the effective interest rate method.

  • (ii) Financial assets at fair value through Other Comprehensive Income CFVOCIl Financial assets are subsequently measured at fair value through Other Comprehensive Income if these financial assets are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest. Movements in the carrying value are taken through Other Comprehensive income, except for the' recognition of impairment gains or losses, interest revenue are recognised in the Statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from Other Comprehensive Income to the Statement of Profit and Loss. Interest income on such financial assets is included as a part of the Company's income in the Statement of Profit and loss using the effective interest rate method.

(iii) Financial assets at fair value through profit or loss CFVTPLl

Assets that do not meet the criteria for amortised cost or FVOCIare measured at fair value through profit or loss. A gain or loss on such debt instrument that is subsequently measured at FVTPLand is not part of a hedging relationship as well as interest income is recognised in the Statement of Profit and Loss.

(II) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised, and through the amortisation process.

De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit and Loss,

S-\ETl'y ;'\

~~' F'( ::>' pairment of financial assets

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o RegIf , ~;, ' I ~ o~ Company assesses, at each reporting date, whether a financial asset or a group of ;S 1Mf010:W fina cial assets is impaired. Ind AS-109 on Financial Instruments, requires expected credit ~ umbai ..::;: ~-? ,I~ es to be measured through a loss allowance. "DACca)'"

o

TIVOLI CONSTRUCTION LTD

Notes forming part of the consolidated financial statements

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As at
Particulars I 31st As March at I 31st March
2019 2018
Note 3 Non Current Loans (Unsecured)
Loans Receivable - considered good 83,00,000 83,00,000
Loans receivables which have significant increase in Credit Risk
Loans receivables - credit impaired
8300000 8300000
Note 4 Other non-current financial assets
Deposits with banks 2,39,000 2,39,000
239000 239000
Note 5 Tax assets (Net)
Income Tax assets (net)
Opening balance for the year 22,749 29,444
Less: Tax payable for the year (2,95,692) (3,29,800)
Add: Taxes paid 3,30,792 3,54,921
Add/(Less) : Refund/adjustment for earlier years - (31816\
Closing balance 57849 22749
Note 6 Trade receivables (unsecured)
Trade receivables - considered good 67,500 67,500
Trade receivables which have significant increase in Credit Risk - -
Trade receivables - credit impaired -
67500 67500
Note 7 Cash and cash equivalents
Cash on hand 1,023 791
Balances with bank in current account 1,79,597 4,49,690
180620 450481
Note 8 Other Balances with Banks
Term deposits with original maturity for 1,00,78,831 1,01,00,000
more than 3 months but less than 12 months
10078831 1 01 00 000
Note 9 Other financial assets
Interest receivable 76,71,561 69,54,357
7671561 6954357
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TIVOU CONSTRUCTION LTO Notes forming part of the consolidated financial statements

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As at As at
Particulars 31st March 31st March
2019 2018
Note 10 Equity Share Capital
a) Authorised Capital
5,00,000 (5,00,000) Equity shares of RS.I0 each 50,00,000 50,00,000
b) Issued, share capital
5,00,000 (5,00,000) Equity shares of RS.I0 each 50,00,000 50,00,000
e) Subscribed and fully paid up
5,00,000 (5,00,000) Equity shares of RS.I0 each 50,00,000 50,00,000
5000000 5000000
d) Reconciliation of the number of shares outstandina at the beainna and at the end of the year
As at 31st March 2019 As at 31st March 2018
No. of shares Rs No. of shares Rs
At the beginng of the year 5,00,000 50,00,000 5,00,000 50,00,000
- - -
At the end of the year 5 00 000 50 00 000 500000 5000000
e) Shareholders holdina more than 5% shares
As at 31st March 2019 As at 31st March 2018
No. ofshares I % of holdinq No.of shares I % of holding
Anita0 Raheja 50030 10.01% 50030 10.01%
KamlaCWadhwa 1 23 200 24.64% 1232001 24.64%
Note 11 Other equity
(a) Capital reserve
As per Last Balance Sheet 4,95,000 4,95,000
(b) Capital redemption reserve 1,000 1,000
As per Last Balance Sheet
(e) Reserve fund in terms of Section 45-1C(1) of Reserve Bank of India, 1934
Opening balance 26,79,866 25,24,981
Add: Transfer from Retained earnings 1 70 525 1 54885
Closing balance 28,50,391 26,79,866
(d) General reserve
Opening balance 35,92,500 35,72,500
Add: Transfer from Retained earnings 20000 20000
Closing balance 36,12,500 35,92,500
(e) Retained earnings
Opening Balance 1,42,77,698 1,39,62,418
Add: Net Profit/(Ioss) after tax transferred from statement of profit and loss 4,68,319 4,90,165
Less: Transfer to Statutory Reserve (RBI) 1,70,525 1,54,885
Transfer to General Reserve 20000 20000
Closing balance 1,45,55,492 1,42,77,698
2 15 14 383 2 1046064
Note 12 Other current financial liabilities
Statutory liabilities 1,100 1,261
Liabilityfor expenses 68315 75200
69415 76461
~te~roVisions
b "ETTy ontingent Pmvision against standacd assets 11 562 11562
C:> • ~---.... l' '\ 11562 11562
~./ FicO' mr'"
" ( R8g. N(~
S1. 11CiH~:~; I'."~
~) \ fV!,;mL •.,., .I ~?;"
~,_/,.:~
'1'(tJ ACCO)'
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Notes forming part of the consolidated financial statements

TIVOLI CONSTRUCTION LTO

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Year ended Year ended
Particulars 31st March 31st March
2019 2018
Note 14 Other Income
Interest income
On deposit with Banks 6,87,250 7,08,495
On Others 7,88,500 6,61,116
1475750 13 69 611
Note 15 Employee Benefit Expenses
Salaries & wages 1,00,000 -
100000 -
Note 16 Finance costs
Bank Charges 2808 1589
2808 1589
Note 17 Other Expenses
Advertisement expenses 76,513 59,164
Annual custody fees 9,000 9,488
Filing fees 5,555 11,641
Listing fees 2,50,000 2,87,500
Rates and taxes 77,436 19,202
Legal and professional 1,11,546 1,05,412
Auditors remuneration (Refer note below) 59,500 47,700
Directors' sitting fees 5,250 4,500
Miscellaneous expenses 14,131 3450
608931 548057
Auditors' remuneration comprises
Statutory Audit 59500 47700
59500 47700
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..

I

T1VOU COHSTRUcnON LTD

Notes forming part of the consolidated financial statements

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Note-IS
Ma h h o 8
Basic & Diluted
Net oroflt I (loss) for the 'lear 4,68,319 4,90,165
Weiohted averace number of eoultv shares 5,00,000 5.00,000
Par value oer .5~:~e ,~....~ 0. 4 10 0.9810
Note-19 Dues to Micro &. Small Enterprise
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Disclosure of payable to vendors as defined under the -Micro, Small and Medium Enterprise Development Act, 2006" is based on the Information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no due/overdue principal amounts / Interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays In payment made to such suppliers dUrlng the year or for any earlier years and accordingly there Is no interest paid or outstanding interest In this regard In respect of payment made during the year or on balance brought forward from prevJous year.

Note--20 segment Information

The nature of activities of the Company Is such that there are neither reportable nor geographical segment In terms of Ind AS -108 on ~Operatlng Segments".

Notc-21 Related Party Disclosure

TransactIons during the year During the year the Company has not entered Into any transactions with related parties.

Note.22 Contingent 1I11blllties

The Company does not have any contingent liability as on the Balance Sheet date.

Notc-23 Deferred Tax

Since there are no material adjustments between both Accounting Income and Taxable Income, the Deferred Tax assets or Uablllties Is Nil In accordance with Ind AS 12 on ~Income Taxes ••

Note.24 In the opinion of management, Current Assets, Loans and Advances have a relizable value in the ordinary course of business not less than the amount at which thay are stated In the balance sheet and provision for all known liabilities and doubtful assets have been made.

Note-25 Additional Information as required under schedule III to the Companies Act.20U of enterprises consolidated as Subsidiary I Associates /Joint ventures

N.me of the Entitles 2018-19
Net Aaaeu I.e. totlll
Slulre In profitl
(loss)
assets minus total		 2017-18
Net Assets I.e. total IlISsets SlNlreln profltl
(toss)
minus totaillabllltleli		 2017-18
Net Assets I.e. total IlISsets SlNlreln profltl
(toss)
minus totaillabllltleli		 2017-18
Net Assets I.e. total IlISsets SlNlreln profltl
(toss)
minus totaillabllltleli		 2017-18
Net Assets I.e. total IlISsets SlNlreln profltl
(toss)
minus totaillabllltleli
lIabllltles
Parent:
Tivoli Construction
Limited		 •• • •••
of Amount
•• • •••
of Amount
consolidated
(!n
consolidated
(!n
42.64%
113.04
-82.06%
-3.84		 •• • •••
Of Amount (In
consolidated
Lakhs)
44.88%
116.89		 As • •••
of
consolidated
-57.99%		 Amount
(!n
-2.84
Subsldla
,
-Indian
Victoria Investments
ComPanv Limited
Sub Total		 81.91%
217.19
182.06%
8.53
124.55
330.23
100.0
%
4,68		 80.11%
124.
%		 208.66
2
.		 157.99%
1
.00		 7.74
4.
Intercompany
Elimination
Consolidation
Adjustments		 &
24.55%
65.09
0.00%
-		 24.99% 65.09 0.00% 0.00
Grand
Total		 100.00%
265.14
100%
4.68		 100.
%		 260.46 100 4. 0

Note.26 The Company has created a Reserve Fund in terms of Section 45-1C(1) of Reserve Bank of India Act, 1934 and transferred a sum of Rs.l,70,525 (py Rs. 1,54,885) being twenty percent of Its net profit (before appropriation) for the year ended 31st March, 2019.

Note.27 The Company has made a provision on Its standard assets as per Reserve Bank of India CIrcular no. 207 dated January 17, 2011 and reOeeted the same under Current Provisions.

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As r our report of even dllte
Fa • S. Shetty a. Co. For and on behalf of the Board of Directors of
C Accountan nvou CONSTRUCTION LTD
FI • No. - 1 01W~
~. rirrn 0 ~~ e,,':-' ~\tt...
Me m. No., Shetty035083 '(')::c ~~ \ .11"';.'('~\1 Rae, oJ',l,I._ r~0 ~'rJ') KlrltDirectorDIN: Thacker00787841 RakeshDirectorDIN: 00152982Desai
~, 1.1ull1~;:li/' .:;z.-
'(<'~-~,,~~'
"'c"/) ACCO,) ~.~Q~'
~ Pinal Parekh
CFO Company Secretary
PIa ce: Mumbal
Oa te: 29 MAY 2019
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TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI985PLC037365) Regd. Off: Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 2287 3185

Website: www.tivoliconstruction.in email: [email protected]

Dear Shareholder,

Sub: Notice for the 33[rd] Annual General Meeting of the Members of Tivoli Construction Limited to be held on Wednesday, 18[th] September, 2019 at 3.00 PM at Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021.

Pursuant to Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules 2014 and also in continuation of the 'Green Initiative' of the Company, the Notice of the aforesaid Meeting is being served through electronic mode to your email address registered with your Depository Participant(s) or with the Company, as the case may be.

In this regard, please find attached herewith the 33'd Annual Report for the year 2018-2019 containing the Financial Statements for the year 2018-19 and Notice convening the Annual General Meeting to be held on Wednesday, 18[th] September, 2019 at 3.00 p.m.

Further, in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing the facility to its Members holding shares in physical or dematerialized form as on the cut-off date, being 11[th] September, 2019, to exercise their right to vote bl electronic means on any or all of the businesses specified in the Notice convening the 33' Annual General Meeting of the Company as mentioned above. The Company has obtained the e-voting services of National Securities Depository Limited.

The e-voting portal opens for voting on Sunday, 15[th] September, 2019 at 10.00 AM and ends on Tuesday, 17[th] September, 2019 at 5.00 P.M. Please accord your assent/dissent by accessing the website: https://evoting.nsdl.com and logging-in by using your user ID and password. Kindly refer the E-voting instructions which are attached to the Notice. The EVEN (E-Voting Event Number) of the Company is: 111225

For any queries please refer the details given below:

Mrs. Pinal Parekh Compliance Officer Tivoli Construction Limited, Raheja Chambers, It[h] Floor, Nariman Point, Mumbai - 40002 I Phone no.: + 91-22-22873185 & +91-22-61454165 Website: www.tivoliconstruction.in Email1d:[email protected]. [email protected] & [email protected]

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of 'Two Steps" which are mentioned below:

Step I : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step I is mentioned below:

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.

  3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively. if you are registered for NSDL eservices i. e. IDEAS. you can log-in at https:l/eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices ajier using your log-in credentials. click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner
of holding
shares
i.e. Demat		 Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in
demat account with NSDL.		 8 Character
DP 1D followed by 8 Digit
Client 1D
For example if your DP 1D is IN300
and Client 1D is 12*** then your user
b) For Members who hold shares in
demat account with CDSL.		 ID is lN300 12.
16 Digit Beneficiary ID
For example
if your Beneficiary
ID is
12*****
then your user ID is
c)
For
Members
holding
shares
In
Physical Form.		 12**************
EVEN
Number
followed
by
Folio
Number registered with the company
For example
if folio number
is 001 ***
and EVEN
is 101456 then user 1D is

101456001***

  1. Your password details are given below:

    • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

    • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

    • c) How to retrieve your 'initial password'?

      • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email !D. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdffile. Open the .pdffile. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User !D' and your 'initial password'.

      • (ii) If your email ID 1snotregistered,your 'initial password' IS communicated to you on your postal address.

  2. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:

  3. a) Click on "Forgot User DetailslPassword?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  4. b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  5. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN,your name and your registered address.

  6. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  7. Now, you will have to click on "Login" button.

  8. After you click on the "Login" button, Home page of e-Voting will open.

  9. Details on Ste 2 is iven below:

  10. How to cast your vote electronically on NSDL e-Voting system? I. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

  11. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.

  12. Select "EVEN" of company for which you wish to cast your vote.

  13. Now you are ready for e-Voting as the Voting page opens.

  14. Cast your vote by selecting appropriate options i.e. assent or dissent, verif'y/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

  15. Upon confirmation, the message "Vote cast successfully" will be displayed.

  16. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  17. Once you confirm your vote on the resolution, you will not be allowed to modif'y your vote.

General Guidelines for shareholders

  • 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution! Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer bye-mail to [email protected] with a copy marked to [email protected].

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

  • In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]

Form No. MGT - 11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

33'd Annual General Meeting of Tivoli Construction Limited on Wednesday, 18[th] September, 2019 at 3:00 p.m.

CIN : L45200MHI985PLC037365 Name of the Company : Tivoli Construction Limited Registered office : Raheja Chambers, 12th Floor, Nariman Point, Mumbai - 400 021

Name of the member (s):

Registered address:

E-mailld:

Folio No/Client ld:

DPID:

I/We, being the member (s) of s~haresof the above named company,

hereby appoint:

  • I. Name: Mr./Ms.

E-mailld:

Address:

Signature:

, or failing him

  1. Name: Mr./Ms.

E-mailld:

Address:

Signature:

, or failing him

  1. Name: Mr./Ms. E-mailld:

Address:

Signature:

_

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday the 18[th] day of September, 2019 at 3:00 PM at the registered office of the Company at Mumbai, and any adjournment thereof in respect of such resolutions as are indicated below:

Contd .... 2

---2---

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Resolution No. I Particulars Voting
Ordinary Business: For Again- Absta-
st in
1. Adoption of Audited Financial Statements (including Consolidated Financial Statements)
for the year ended 31" March, 2019
2. To appoint a Director in the place ofMr. Bulchand Ahuja (DIN: 00057804) who retires
bv rotation and being eligible offers himself for re-appointment
Affix
Revenue
Signed this day of 2019
Stamp
Signature of Member: Signature of Proxy: _
----- End of picture text -----

Note:

  • I. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

  • It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: Raheja Chambers, 12'h Floor, Nariman Point, Mumbai - 400 021 Phone No.: 022 - 22873185 Website: www.tivoliconstruction.in email: [email protected]

ATTENDANCE SLIP (To be presented at the entrance)

33[rd] Annual General Meeting on Wednesday, 18[th] September, 2019 at 3:00 p.m. at Raheja Chambers, 12[th] Floor, Nariman Point, Mumbai - 400 021

Folio No. / DPID No.: ------------

Client ID:

Name of the Member:

_ Signature: _

Name of the Proxy-holder:

Signature:

_

Note:

  • I. Only Member / Proxy-Holder can attend the Meeting.

  • Member / Proxy-Holder should bring his / her copy of the Annual Report for reference at the Meeting.

8/8/2019

Churchgate 10 Raheja Chambers - Google Maps

Google Maps Churchgate to Raheja Chambers

Drive 2.5 km, 12 min

==> picture [588 x 399] intentionally omitted <==

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Feb 13
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