CIN1L99999MH1962PLCO12549

September 03, 2019

Bombay Stock Exchange Limited, P J Towers, Dalal Street, Mumbai — 400001.

Dear Sir,

SUB: REPORTING UNDER REGULATION 34 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

As required under Regulation ³⁴ of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 we enclose herewith ^a copy of the annual report sent to all the shareholders along with the notice of the 57th annual general meeting of the Company to be held on 27th September 2019.

Kindly acknowledge receipt. Thanking you.

Truly yours, For Tulive Developers Limited

Atul Gupta Director I D|N201608328 Address: No.1, 6th Avenue, Harrington Road, Chetpet, Chennai 600031

Tulive Developers Ltd.

Regal. Ottice : 7i? ? 1/22., "Lcha Bhavzm" PD McIIo Road, Muitthai — 401,} 009

Corporate Office : No.5. Is: \$11661. Subbamo Avenue. C'I'tennai — 600 006 ^I Tel. : +91. ⁴⁴ ⁶⁴⁶² 4777 ^I +9I 44 2823 0223

Email :mié17130116111181(411321113:loam ^I umwxntulivcdcchoperscom J4

Annual Report 2018 - 2019

Board of Directors

K.V. Ramana Shetty -Chairman Atul Gupta S. Venkataramani P.J. George Nirmal Cariappa

CEO & CFO

Suresh Vaidyanathan

Company Secretary Sumit Mundhra

Auditors

M/s. ^R Ramalingam & Associates Chartered Accountants Chennai - 600 014.

Secretarial Auditor

S.A.E.& Associates LLP Company Secretaries Chennai - 600 026.

Internal Auditors

Abhay U. Jain & Associates Chennai - 600 001.

Bankers

Ratnakar Bank Ltd. Chennai - 600 017. Union Bank of India Chennai - 600 006.

Registered Office

No. 21/22, Loha Bhavan, P.D. Mello Road, Mumbai - 400 009.

Corporate & Admin. Office

No. 5, 1st Street, Subbarao Avenue, Chennai - 600 006.

Registrar and Share Transfer Agents

M/s. Computech Sharecap Limited No. 147, Mahatma Gandhi Road, 3rd Floor, Opp. Jehangir Art Gallery, Fort, Mumbai - 400 023. Tel : 91-22-2267 1824-25-26

TULIVE DEVELOPERS LIMITED REGD OFFICE 21/22 "LOHA BHAVAN" PD MELLO ROAD, MUMBAI-400009. CORPORATE OFFICE: NO.5. SUBBARAO AVENUE, 1ST STREET. CHENNAI-600006. Email: [email protected] Website: www.tu1ivedeve10pers.com Tel: 044 —28230222

CIN: L99999MH ¹ 962PLC01 2549

NOTICE of 57thANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE FIFTY SEVENTH (57TH) ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY WILL BE HELD ON 27TH SEPTEMBER 2019, FRIDAY AT 10.00 AM AT NO.21/22, LOHA BHAVAN, P.D.MELLO ROAD, MUMBAI — 400009 TO TRANSACT THE FOLLOWING BUSINESS:-

AS ORDINARY BUSINESS:

Item No.1. - To receive, consider, approve and adopt the audited financial statements of the Company for the financial year ended March 31, 201 ⁹ together with the reports ofthe directors and auditors thereon;

And in this regard, pass the following resolution as ordinary resolution:

"RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2019and the reports of the board of directors and auditors thereon laid before this meeting, be and are hereby considered and adopted."

Item No.2. -To appoint ^a director in place oerAtul Gupta (DIN: ⁰¹ 608328) who retires by rotation and being eligible offers himselffor reappointment.

And in this regard, pass the following resolution as ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr Atul Gupta (DIN: 01608328), who retires by rotation at this meeting and being eligible has offered himself for reappointment, be and is hereby re—appointed as ^a Director ofthe Company, liable to retire by rotation."

Item No.3. - To ratify appointment of existing auditors ^R Ramalingam & Associates, Chartered Accountants, who were appointed to hold office from the conclusion of the 55th annual general meeting upto the conclusion of the 60th annual general meeting of the Company and to authorise the Board of Directors to fix their remuneration.

And in this regard, pass the following resolution as ordinary resolution:

"RESOLVED THAT the members do and hereby ratify the appointment of ^R Ramalingam & Associates, Chartered Accountants, as Statutory Auditors of the Company, who were appointed to hold office from the conclusion of the 55th annual general meeting till the conclusion of 60th annual general meeting, at ^a remuneration as may be decided by the Board of Directors in consultation with the said auditors."

AS SPECIAL BUSINESS:

Item No. 4:To authorize Mr ^S Venkataramani to continue as non-executive director:

And in this regard to consider and ifthought fit, to pass the following resolution as Special Resolution:

"RESOLVED THAT pursuant to regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), Mr ^S Venkataramani (DIN:00053043), who was appointed as ^a non-executive director of the Company on 25th April 2005 and who has attained the age of 76 years and whose experience and continued association with the Company would be beneficial be and is hereby authorized to continue his service with the Company as non-executive director of the Company, based on the recommendations ofthe Nomination and Remuneration Committee and the Board of Directors.

RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised severally to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard, as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding."

Item No. 5: To authorize Mr ^P I George to continue as non-executive director:

And in this regard to consider and ifthought fit, to pass the following resolution as Special Resolution:

"RESOLVED THAT pursuant to regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof forthe time being in force), Mr. P. J. George (DIN:02614455), who was appointed as ^a nonexecutive director of the Company on 30th May 2011 and who has attained the age of 76 years and whose experience and continued association with the Company would be beneficial be and is hereby authorized to continue his service with the Company as non-executive director of the Company, based on the recommendations ofthe Nomination and Remuneration Committee and the Board of Directors.

Item No.6: To re-appoint Mr. ^S Venkataramani (DIN:00053043) as an Independent Director

And in this regard to consider and ifthought fit, to pass the following resolution as Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re—enactment thereof for the time being in force) and Regulations 16(1)(b), 25 and all other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re—enactmentthereofforthe time being in force), Mr. Venkataramani (DIN:00053043), who was appointed as an Independent Director at the 52nd Annual General Meeting of the Company and who holds office up to the conclusion of 57th AGM and who is eligible for re—appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and who has submitted ^a declaration to that effect and in respect of whom the Company has received ^a Notice in writing from ^a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re—appointed as an Independent Director of the Company, based on the recommendations ofthe Nomination and Remuneration Committee, to hold office for ^a second term of ⁵ (five) years commencing with effect from the conclusion on 57th AGM up to the conclusion of 62nd AGM to be held in the year 2024, not liable to retire by rotation."

Item No.7: To re-appoint Mr. P. I. George (DIN:02614455) as an Independent Director

And in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re—enactment thereof for the time being in force) and Regulations 16(1)(b), 25 and all other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re—enactmentthereofforthe time being in force), Mr. P. J. George (DIN:O261 4455), who was appointed as an Independent Director at the 52nd Annual General Meeting of the Company and who holds office up to the conclusion of 57th AGM and who is eligible for re—appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and who has submitted ^a declaration to that effect and in respect of whom the Company has received ^a Notice in writing from ^a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re—appointed as an Independent Director of the Company, based on the recommendations ofthe Nomination and Remuneration Committee, to hold office for ^a second term of ⁵ (five) years commencing with effect from the conclusion on 57th AGM up to the conclusion of 62nd AGM to be held in the year 2024, not liable to retire by rotation."

By order of the board For TULIVE DEVELOPERS LIMITED

Date: 14th August 2019 CHAIRMAN

-Sd-

Place: Chennai K. V. RAMANASHETTY DIN : 01470034

Notes:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HlMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. 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 PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THE ANNUAL GENERAL MEETING. PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES ETC., MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/AUTHORITY, AS APPLICABLE.
The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relatingto Special Business to be transacted at the meeting is annexed hereto

The Company has appointed M/s. Computech Share Cap Limited No. 147, Mahatma Gandhi Road, 3rd Floor, (Opp). JehangirArt Gallery, Fort, Mumbai 400 023 as the Registrar and Share Transfer Agents (RTA). Members are requested to notify to the company's RTA any change in the address along with pin code and folio number.

Members are requested to quote their folio Number/DP ID and Client ID in all correspondences with the RTA and the Company.
Members are requested to note that the shares of the Company are available for DEMAT with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).
Members are requested to bring their attendance slip along with their copy of the Annual Report to the Meeting.

6.Corporate Member(s) intending to send their authorised representatives to attend are requested to send ^a certified copy of Board Resolution authorising such representative to attend and vote on its behalf at the 57th annual general meeting.

The register of directors and key managerial personnel and their shareholding, maintained under section 170 of the Companies Act, 2013, will be available for inspection by the members at the annual general meeting.
The register of contracts/arrangements in which directors are interested, maintained under section 189 of the Companies Act, 2013, will be available for inspection by members at the annual general meeting.
Additional information pursuant to Secretarial Standards and LODR, in respect of directors seeking appointment/reappointment at the annual general meeting are furnished in the Corporate Governance report forming part of this annual report. The directors have furnished requisite consents/declarations for their appointment/reappointment.
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide e—voting facility, for its members to enable them to cast their votes electronically on the proposed resolutions in this notice, instead of voting in the annual general meeting. Instructions for e—voting are as below:

THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:-

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant rules of the Act, the Company is pleased to provide the facility to members to exercise their right to vote by electronic means. The members, whose names appear in the Register of Members / list of Beneficial owners as on 20th September 2019are entitled to vote on the resolutions set forth in this notice through remote e-voting. The remote e-voting period

will commence at 9.00 AM. on 24'" September 2019 and will end at 5.00 PM. on 26'" September 2019. The evoting module shall be disabled by CDSL for voting thereafter. The members attending the meeting who have not cast their vote by remote e—voting shall be able to vote at the meeting by electronic means or by polling paper provided by the Company at AGM venue. Shareholders who have already voted prior to the meeting through remote e-voting may attend the annual general meeting but would not be entitled to vote at the meetingvenue.

A person who is not ^a member as on the cut off date should treat this notice for information purposes only.

The Company has appointed S.A.E. & Associates LLP Company Secretaries, to act as the Scrutinizer, to scrutinize the voting at the venue of the general meeting and remote e—voting process in ^a fair and transparent manner.

The scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e—voting in the presence of at least two witnesses not in the employment of the company and make 'not later than three days of conclusion of the meeting' ^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 Chairman shall declare the results ofthe voting forthwith, which shall not be laterthan 30th September 2019.

The result declared, along with the Scrutinizer's Report shall be placed on the website of the company and website ofCDSL afterthe results is declared by the Chairman.

The Members desiring to vote through remote e—voting refer to the detailed procedure given hereinafter.

(i) The voting period begins on 24th September 2019 at 09:00 AM and ends on 26th September 2019 at 5:00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20th September 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e—voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enteryour User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enterthe Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) Ifyou are ^a first time userfollow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	(Applicable for alpha-numeric *PAN issued by Income Tax Department Enter your 1 0 digit both demat shareholders as well as physical shareholders)
	0 PAN with Members who their have not updated the Company/Depository to use the first two letters of their of name and the 8 digits the Participant are requested sequence number in the PAN field.
	0 number is less than 8 digits number of In case the sequence enter the applicable 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the your PAN field.
Dividend Bank Details OR	Enter the Dividend Bank Details or Date of Birth (in format) as recorded in dd/mm/yyyy demat account or in the company records in order to login. your
Date of Birth (DOB)	0 If both the details are not recorded with or company the depository please enter the id / folio number Dividend field mentioned member the Bank details in in as instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.
(iX) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e—voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(X) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for Tulive Developers Limited on which you choose to vote.
(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissentto the Resolution.
(xiii) Click on the "RESOLUTIONS FILE LINK" ifyou wish to view the entire Resolution details.
(xiv) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. Ifyou wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify yourvote.
(XV) Once you "CONFIRM" yourvote on the resolution, you will not be allowed to modify yourvote.
(xvi) You can also take ^a print ofthe votes cast by clicking on "Click here to print" option on the Voting page.
(xvii) If ^a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enterthe details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xix) Note for Non — Individual Shareholders and Custodians
^o Non-Individual shareholders (i.e. otherthan Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
^o A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
⁰ After receiving the login details ^a Compliance User should be created using the admin login and password. The Compliance User would be able to linkthe account(s) for which they wish to vote on.
^o The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
⁰ A scanned copy of the Board Resolution and Power ofAttorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(XX) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.4:

As per regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, no person who has attained the age of 75 years, shall continue his directorship with the Company, unless ^a special resolution is passed to that effect by the shareholders of the Company.

Mr S. Venkataramani who was appointed as ^a non-executive director of the Company with effect from 25th April 2005, is aged 76 years. Based on his background, experience, long standing relationship and contributions made by him during his tenure with the Company, the Board opines that his continued association with the Company would be beneficial to the Company.

Accordingly, the Board recommends the shareholders to authorize Mr Venkataramani to continue as nonexecutive director of the Company

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. S. Venkataramani, to whom the resolution relates, is concerned or interested in the Resolution mentioned at Item No. 4 of the Notice. The Board recommends the Resolution set forth in Item No. 4 for the approval of the Members.

Item No.5:

Mr P. J. George who was appointed as ^a non-executive director of the Company with effect from 30th May 2011, is aged 76 years. Based on his background, experience, long standing relationship and contributions made by him during his tenure with the Company, the Board opines that his continued association with the Company would be beneficial to the Company.

Accordingly, the Board recommends the shareholders to authorize Mr R]. George to continue as nonexecutive director of the Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. R]. George, to whom the resolution relates, is concerned or interested in the Resolution mentioned at Item No. ⁵ of the Notice. The Board recommends the Resolution set forth in Item No. ⁵ for the approval of the Members.

Item No. 6

Mr S. Venkataramani was appointed as an Independent Director of the Company by the Shareholders of the Company at the 52nd Annual General Meeting held on September 30, 2014, for ^a period of five years with effect from September 30, 2014 up to September 29, 2019.

The Nomination and Remuneration Committee, on the basis of the report of performance evaluation of Independent Directors, has recommended re—appointment of Mr S. Venkataramani as Independent Director for ^a second term of ⁵ consecutive years on the Board ofthe Company

The Board, based on the performance evaluation of Independent Director and as per the recommendation of Nomination and Remuneration Committee, considers that, given his background, experience and contributions made by him during his tenure, the continued association of Mr S. Venkataramani would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. Accordingly, it is proposed to re—appoint Mr S. Venkataramani as Independent Director of the Company, not liable to retire by rotation and to hold office for ^a second term of 5(Five) consecutive years on the Board of the Company.

Further, the Company has, in terms of Section 160(1) of the Act, received ^a notice in writing from ^a Member proposing the candidature of Mr. S. Venkataramani for the office of Director. The Company has received from Mr. S. Venkataramani

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule ⁸ of the Companies (Appointment and Qualifications of Directors) Rules, 2014
(ii) Intimation in Form DIR-8 in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014, tothe effect that he is not disqualified under Section 164(2) ofthe Act
(iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('Listing Regulations') and
(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/201 8-1 9 dated June 20, 2018, that he has not been debarred from holding office of ^a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority.

In terms of Section 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, and in terms of the applicable provisions of the Listing Regulations, each as amended, the re—appointment of Mr. S. Venkataramani as an Independent Director of the Company for ^a second term of ⁵ years is being placed before the Shareholders fortheirapproval by way of ^a special resolution.

In the opinion of the Board, Mr S. Venkataramani is ^a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the Listing Regulations, each as amended, and is independent of the Management ofthe Company.

A copy of the draft letter of appointment of Mr S. Venkataramani as an Independent Director setting out the terms and conditions of his appointment is available for inspection without any fee payable by the Members at the Corporate office of the Company at No. 5, Subbarao Avenue, 1st Street, Chennai — 600034, during the normal business hours on working days up to the date of the Annual General Meeting ('AGM') and will also be kept open at the venue ofthe AGM till the conclusion ofthe Meeting.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. S. Venkataramani, to whom the resolution relates, is concerned or interested in the Resolution mentioned at Item No. 6 of the Notice. The Board recommends the Resolution set forth in Item No. 6 for the approval of the Members.

Item No. 7

Mr P. J. George was appointed as an Independent Director of the Company by the Shareholders of the Company at the 52nd Annual General Meeting held on September 30, 2014, fora period of five years with effect from September 30, 2014 up to September 29, 2019.

The Nomination and Remuneration Committee, on the basis of the report of performance evaluation of Independent Directors, has recommended re—appointment of Mr P. J. George as Independent Director for ^a second term of ⁵ consecutive years on the Board ofthe Company

The Board, based on the performance evaluation of Independent Director and as per the recommendation of Nomination and Remuneration Committee, considers that, given his background, experience and contributions made by him during his tenure, the continued association oer P. J. George would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. Accordingly, it is proposed to re—appoint Mr P. J. George as Independent Director of the Company, not liable to retire by rotation and to hold office for ^a second term of 5(Five) consecutive years on the Board ofthe Company.

Further, the Company has, in terms of Section 160(1) of the Act, received ^a notice in writing from ^a Member proposing the candidature of Mr P. J. George for the office of Director. The Company has received from Mr PJ George

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule ⁸ of the Companies (Appointment and Qualifications of Directors) Rules, 2014
(ii) Intimation in Form DIR-8 in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014, tothe effect that he is not disqualified under Section 164(2) ofthe Act
(iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('Listing Regulations') and
(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, that he has not been debarred from holding office of ^a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority.

In terms of Section 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, and in terms of the applicable provisions of the Listing Regulations, each as amended, the re—appointment of Mr P. J. George as an Independent Director of the Company for ^a second term of ⁵ years is being placed before the Shareholders fortheir approval by way ofa special resolution.

In the opinion ofthe Board, Mr P. J. George is ^a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the Listing Regulations, each as amended, and is independent of the Management of the Company.

^A copy ofthe draft letter of appointment oer P. J. George as an Independent Director setting out the terms and conditions of his appointment is available for inspection without any fee payable by the Members at the Corporate office of the Company at No. 5, Subbarao Avenue, ¹ st Street, Chennai — 600034, during the normal business hours on working days up to the date of the Annual General Meeting ('AGM') and will also be kept open at the venue ofthe AGM till the conclusion ofthe Meeting.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr ^P ^J George, to whom the resolution relates, is concerned or interested in the Resolution mentioned at Item No. 7 ofthe Notice. The Board recommends the Resolution set forth in Item No. 7 forthe approval ofthe Members.

By order of the board For TULIVE DEVELOPERS LIMITED

PLACE : CHENNAI -Sd-DATE : 14'h August 2019 K. v. RAMANA SHETTY

CHAIRMAN DIN : 01470034

TULIVE DEVELOPERS LIMITED — MUMBAI 400009 DIRECTORS REPORT

TO,

The Members of Tulive Developers Limited

Your Directors have great pleasure in presenting the 57th (Fifty Seventh) annual report regarding the operations and financial results of the Company for the year ended 31St March 2019 together with the audited statement of accounts and the report of the auditors.

1. FINANCIAL RESULTS:

The Directors are pleased to give the financial highlights of the company for the year ended 31St March 2019.

PARTICULARS	AS ON 31.03.2019	AS ON 31.03.2018
Profit before depreciation	4466329.45	10568624.81
Less: Depreciation	(252028.00)	(99048.00)
items Less: Extraordinary	-	4550528.00
Profit after extra and depreciation ordinary items	4214301.45	10469576.81
Less: Taxation (including earlier Years' taxation)	-	(111887)
Profit after taxation	4214301.45	1035768981

2. SHARE CAPITAL:

The Company did not issue any shares during the year.

3. INVESTMENTS:

The Company continues to be ^a partner in the partnership firms, Tulive Estate and Tulive Builders. The details of the same are provided in Note No. ² to the balance sheet attached to this report.

4. AGRICULTURAL DEVELOPMENTS AND INCOME:

The Company earned license fee of Rs. 6,00,000/- from its agricultural activities for plucking coconuts and other crops grown in the agricultural lands at Kelambakkam Village, Kancheepuram District.

5. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBESQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Board of Directors of the Company, at their meeting held on 22nd February 2019 recommended buyback of 4,80,000 equity shares of Rs.10 each at ^a price of Rs. 350 per share. Approval of shareholders was obtained by way of special resolution through postal ballot, the result of which was declared on 5th April 2019. The buyback was completed on 19thJune 2019. Consequenttothe buyback of 4,80,000 equity shares, the Company made payment of Rs.16,80,00,000 and the share capital of the Company stands reduced at Rs. 2,1 5,43,750.

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your directors state that there is no change in business activity of the company during the financial year 2018-19.

7. DIVIDEND:

Your directors do not recommend any dividend for this financial year.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has no subsidiary company(ies), joint ventues and associate companies for the financial year ended on March 31, 2019.

9. TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserve during the period under review

10. TRANSFER TO IEPF:

Your Company has not declared any dividend and hence question of transfer to Investor Education and Protection Fund does not arise.

11. DEPOSITS:

Your Company did not accept any deposit from public during the year.

12. EMPLOYEES STOCK OPTION SCHEME:

The Company has not offered any stock option to the Employees.

13. UNSECURED LOANS:

There are no amounts outstanding against unsecured loans as on 31St March, 2019.

14. RELATED PARTY TRANSACTIONS:

The Company has not entered into any transaction with related parties with in the meaning of section 188 of the Companies Act, 2013.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

Loans:

There were no loans made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

Guarantees:

There were no guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

Investments:

There were no investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

16. BOARD MEETINGS:

The Board of Directors of the Company met ⁵ (Five) times during the year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no changes in the composition of Directors. No directors resigned during the financial year under review.

Mr Sumit Mundhra (M.No 41507) was appointed as Company Secretary cum Compliance officer of the Company with effect from 14th February 2019.

(B) IN DEPEN DENT DIRECTORS:

Mr S. Venkataramani and Mr P. J. George were appointed as independent directors for ^a term of ⁵ years to hold office from the conclusion of 52nd Annual General Meeting till the conclusion of 57th Annual General Meeting.

Their term would be expiring on the conclusion of the forthcoming Annual General Meeting. Based on the recommendation of Nomination and Remuneration Committee and the Board, it is proposed to re—appoint Mr S. Venkataramani and Mr P. J. George as Independent Directors for ^a second term of ⁵ years in the ensuingAGM.

Ms. Nirmal Cariappa holds office in the capacity of independent director till the conclusion of 58th Annual General Meeting

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

(C) DETAILS OF REMUNERATION TO DIRECTORS:

No remuneration was paid to any director, except sitting fees during the financial year 2018-2019.

(D) RETIRING DIRECTORS:

In terms of Article 128 of the Articles of Association of the Company, Mr. Atul Gupta, director will be retiring by rotation and being eligible offers himselffor reappointment at the ensuing Annual General Meeting.

(E) BOARD COMMITTEES:

The Company has following committees ofthe Board:

a) Audit Committee

b) Nomination and Remuneration Committee
c) Stake holders Relationship Committee
d) Corporate Social Responsibility Committee.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) ofthe Act, is as below:

POLICY RELATING TO DIRECTORS:

a. The person to be chosen as ^a Director shall be of high integrity with relevant expertise and experience so as to have ^a diverse Board having expertise in the fields of either Real Estate, and/or sales /marketing, and/or finance and/or taxation and/or law and/or governance and general management.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The Nomination & Remuneration Committee shall considerthe following attributes/criteria, whilst recommendingto the Board the candidature for appointment as Director:

(i) Qualification, expertise and experience ofthe Directors in their respective fields;

(ii) Personal, Professional or business standing; and

(iii) Diversity ofthe Board.

d. In case of re—appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation ofthe Director and his engagement level.

REMUNERATION POLICY:

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. The Directors have decided not to draw any remuneration except sitting fees for attending the meetings ofthe Board.

For its employees, the Company follows ^a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, to its employees below the Board level.

(F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION:

Majority of the board members have been with the Company for more than ten years and being well qualified are fully aware of the business of the Company as well as risk profile of business parameters of the company, their responsibilities as directors and the best ways to discharge them. The independent directors have met and evaluated the performance of the non-executive directors and have provided the evaluation in the form of Ietterto the chairman of the company.

(G) VIGIL MECHANISM:

The Company has established ^a whistle blower policy and there is ^a mechanism for the directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report.

(H) RECOMMEN DATION OF AUDIT COMMITTEE:

During the year, all the recommendations, if any, of the Audit Committee were accepted by the Board.

(I)BOARD EVALUATION:

As required under the provisions of Section 134(3)(p), the Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors and the manner in which such performance evaluation was carried out is as under:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, its meeting sequence, effectiveness of discussion, decision making, follow- up action, quality of information, performance and reporting by various committees set up by the Board, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as exercise of responsibilities in ^a bona fide manner in the interest of the Company, commitment to the role and fiduciary responsibilities as ^a Board member, strategic and lateral thinking, striving to attend meetings of the Board of Directors / Committees of which he/she is ^a member/ general meetings, participating in the meetings of the Board / committees of the Board, heading/acting as member of various Committees etc.

17. DIRECTORS ' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, in relation to financial statements (together with the notes to such financial statements) forthe year 201 8-1 9, the Board of Directors reportthat:

( ⁱ ) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

( ii ) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give ^a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the financial statements on ^a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively save in respect of certain non-compliances with the provisions of the Listing agreement, which will be addressed in due course.

18. LISTING:

The Company's equity shares continue to be listed in the Bombay Stock Exchange Limited. The listing fees for the financial year 2019-2020 has already been paid to Bombay Stock Exchange and Custodial fees have been paid to NSDL and CDSL due forthe financial year 2019-2020.

19. AUDITORS:

(a) FINANCIAL AUDIT: R. Ramalingam & Associates, Chartered Accountants (Registration No. 0106165), the Statutory Auditors of the Company will hold office upto the conclusion of the 60th Annual General Meeting subject to ratification by the shareholders at each of the intervening Annual General Meeting(s).

(b) SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by S.A.E & Associates LLP, Company Secretaries, and the report is annexed as Annexure -4.

(c) INTERNAL AUDITORS: Pursuant to the provisions of Companies Act, 2013, the Company has appointed M/s Abhay U Jain & Associates, Chartered Accountants (Registration No. 207937) as internal auditors.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

(i) There was no qualifications, reservations or adverse remarks made by the Auditors in their report.
(ii) Reply to observations in Secretarial Audit Report of the Company is as follows:

S.No.	OBSERVATION	MANAGEMENT'S REPLY
	had not The Company a Company appointed full time employment Secretary in 13"" upto the had also 2019; Company February received a notice from BSE Ltd in relation to of of non-compliance regulation 6(1) of and Board India Securities Exchange and Disclosure Obligations (Listing 2015 on Requirements) Regulation, February 201 9	The a Company appointed Company with full time in employment secretary effect from 14th February 2019. The a Company appointed qualified officer as company secretary compliance th February 2019 12"" With effect from 14
2.	and discussion report The Management analysis did not form part Of the annual report for the financral year ended315" March 2078	did not other have Company any income from other than operations collection of license fees. The agricultural other of source revenue the share is firm income from the in partnership which it is a partner. However the of note takes Management this omission and will rectified in the be coming years.
3.	to conduct The The is Company yet for programme familiarization d'recwrs-	introduce shall a Company independent familiarisation the during programme Financial year 2019-20.
4.	auditor Company's financial is not The peer reviewed	will to rectify yet The Company take steps this.
5.	of under As required 52(3)(a) Regulation of and Board India Securities Exchange and Disclosure Obligations (Listing the 2015, Requirements) Regulation, Company has not furnished a declaration to audit with for the issued BSE report unmodified for annual audited the opinion financial for ended results the 31st year audit March 2018. the However, report submitted with stock for the exchange financial ended 31st March 2018 was year with unmodified opinion.	of took note the The same. Company report submitted with However, the audit for financial stock the exchange year with ended 31st March 2018 was unmodified opinion

SEBI circular As per IMD/FPIC/CIR/P/2018/61 of dated 05th on April "Monitoring 2018, limits listed Indian Investment in Foreign companies", the Company to appoint one is yet for its as depository Depository Designated of the the monitoring purpose foreign investment limit. the However, as per filed with the shareholding BSE by pattern the not Company does have Company, any foreign investments.	The Company shall take necessary action with circular to the the said at comply earliest.
As per SEBI circularSEBI/HO/CFD/DCR1/CIR/P/2018/85, dated 28th May 2018 driven on "System disclosures in the Securities the Market", to appoint one depository Company is yet as of Depository for the purpose its Designated system driven disclosures with respect to PIT Regulations	action The Company shall take necessary with to circular the at the said comply earliest.
A5 perSEBI/HO/MIRSD/DOS3/CIR/P/2018/1 15 dated 16th luly, 2018 on "Strengthening the Guidelines and standards Industry Raising for RTAs, Companies and Banker to Issuer Clarification an Issue (SEBI/HO/MlRSD/DOPI/ClR/P/ZO18/73 dated 2018 the April )", Company, 20, to send its RTA is through yet communication to the shareholders holding of in the shares Company physical form, seeking their PAN and bank account details	action The Company shall take necessary to send communication through its RTA at the earliest.
amount to towards be The required spent CSR has not been spent.	of The the in is Company process institutions/ the specific areas identifying where it contribute. the can However, constituted Board the has CSR Committee and the CSR committee had V" that to recommended Schedule the Companies Act, 2013 be adopted, as the The Board has CSR Company's Policy. adopted the same .

21 .PARTICULARS OF EMPLOYEES:

During the year, there are no employees drawing remuneration in excess ofthe limits specified in Rules 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not carrying on any manufacturing activity resulting in consumption of power and technology absorption and hence the disclosures with respect to the same is not applicable. The Company did not earn any income in foreign exchange and there was no expenditure involving foreign exchange as out go.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE TO BE REPORTED TO THE CENTRAL GOVERNMENT:

There are no such instances reported under sub-section ¹² of section 143, by the auditors ofthe company.

25. RISK MANAGEMENT:

The elements of riskthreatening the Company's existence are very minimal. Risk Management.

committee is not applicable since the same is mandatory only for Top 500 listed Companies.

26. ANNUAL RETURN:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT—9 is annexed herewith as Annexure — 1.

27. REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance is annexed to this report (Annexure - 3). The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, except those listed in the Statutory Auditors certificate. The Certificate obtained from the Statutory Auditors of the company regarding compliance of conditions is attached to this report.

28. CORPORATE SOCIAL RESPONSIBILITY:

The annual report on Corporate Social Responsibility is annexed herewith as Annexure 2.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year, there are no significant and material orders passed by the regulators or Courts impacting the going concern status ofthe Company.

30. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy and the company has not received any complaints duringthe year.

Provisions relating to Internal Complaints Committee is not applicable to the Company as the Company has only two employees, none of whom are women.

31 .MAINTENANCE OF COST RECORDS:

The Company is not required to maintain any cost records as specified by the Central Government under sub-section (1 ) of section 148 ofthe Companies Act, 2013.

32. SECRETARIAL STAN DARDS:

The Company has complied with applicable provisions in the secretarial standards

33. ACKNOWLEDGMENT:

Your Directors are pleased to place on record their sincere thanks for the kind co—operation and all assistance extended by company's Bankers, Auditors, and all employees and above all the share holders and other stake holders for their continued support and patronage and the Directors look forward for the same relationship and cooperation in the years to come.

By order of the board For TULIVE DEVELOPERS LIMITED

PLACE : CHENNAI -Sd-

DATE : 14th August 2019 K.V. RAMANA SHETTY

CHAIRMAN DIN : 01470034

FORM MGT—9

ANNEXURE - I

EXTRACT OF ANNUAL RETURN as on the financial year ended on 315'March 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

l. Registration and Other Details:

Particulars	Details
CIN	L99999MH1962PLC012549
date Registration	26/12/1962
of Name the Company	Tulive Developers Limited
Category/Sub—Category of the Company	Company limited by shares
Address of Registered office the and contact details	P. D. Mello 21/22, Loha Bhavan, Road, Mumbai, Maharashtra - 400 009. 28230222 Contact: 044 —
Whether listed company Yes/ No	Yes
of Address and Contact details Name, if and Transfer Registrar Agent, any	Computech Sharecap Limited opp. Jahangir Art No. 147, Mahatma Gandhi Road, 3rd Floor,
	Gallery, Fort, Mumbai 400 001. Tel: 91-22-2267—1824-25-26.

ll. Principal Business Activities of the Company :

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.	of Name and Description / mam products serVIces	Code of NIC the Product/ serVIce	°/o to total turnover of the company
1 .	Project Management Consultancy Services	71 100	Nil
2.	Agricultural license fees	-	100
	Total		100%

Please note that the Company's other source of revenue is from share of income of the partnership firms "Tulive Builders" and "Tulive Estate", in which it is ^a partner. The share income from the said firms is classified underthe head "Other Income".

III. Particulars of Holding, Subsidiary and Associate Companies:

Your Company has no subsidiary company(ies), joint ventures and associate companies for the financial year ended on March 31, 2019.

IV .Shareholding Pattern :

Shareholding pattern is given in Annexure — 1A attached to this extract of annual return in Form MOT-9

V. Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

NIL

VI. Remuneration of Directors and Key Managerial Personnel :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

The Company does not have ^a Managing Director, Whole-time Directors and/or Manager.

B. Remuneration to other directors:

S. No		Names of	Directors		Total
	Independent Directors	P' l' George	S. Venkataraman	Nirmal Cariappa
1	Fee for attending board /committee meetings	25000	25000	25000	75000
	Commission	-	-	-	-
	Others, (Please specify)	-	-	-	-
	Total (1)	25000	25000	25000	75000
2	Other Non- Executive Directors	AtuI Gupta	K. V. Ramana Shetty	-
	Fee for attending board /committee meetings	25000	25000	-	50000
	Commission	-	-	-	-
	Others, please specify	-	-	-	-
	Total (2)	25000	25000	-	50000

= Total (B) (1 + 2)			125000
Total Managerial Remuneration	The Directors remuneration. directors.	not are paid Only Sitting	any managerial to fees is paid
Overall Ceiling the Act as per	Not Applicable remuneration	as directors are not paid	any

C. Remuneration to Key Managerial Personnel other than MD / Manager /Whole time Director:

Mr Sumit Mundhra, Company Secretary appointed with effect from 14th February 2019 is paid ^a remuneration of Rs. 25,000 per month

VI I. Penalties/ Punishment/ Compounding of Offences:

There were no penalties, punishments imposed under the Companies Act, nor any compounding fee levied on the Company.

By order of the board For TULIVE DEVELOPERS LIMITED

PLACE : CHENNAI DATE : 14'h August 2019 -sd-

K. V. RAMANA SHETTY

CHAIRMAN DIN : 01470034

Shareholding Pattern

IV '		as % to total Equity) Share capital Break up SHAREHOLDING PATTERN (Equity
		(A) Category-wise Shareholding
Category of Shareholders		No. of Shares held at the beginning No. of Shares held at the end of the of the year year			% change dufing the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF	1962988		1962988	7452	1962988		1962988	7452
b) Central Govt. or State Govt.
c) Bodies Corporates
d) Bank/Fl
e) Any other
SUB TOTAL:(A) (1)	1 962988		1962988	'W452	1962988		1 962988	7452
(2) Foreign
a) MRI Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks/Fl
e) Any other	COCO	0000	0000	0000	0000	0000	0000	00°C	00°C
SUB TOTAL (A) (2)
Total Shareholding MPmmMa
(A)=	1 962988		1962988	'W452	1962988		1 962988	7452

SHAREHOLDING PATTERN (Equity Share capital Break up total Equity) I (A) Category-wise Shareholding No. of Shares held at the beginning No. of Shares held at the end of the Category of of the year year Shareholders B. PUBLIC SHAREHOLDI NG (1) Institutions a) Mutual Funds b) Banks/Fl C) Central govt d) State Govt. 0000 0000 0000 0000 0000 COCO GOOD GOOD e) Venture Capital Fund f) Insurance Companies g)HB h) Foreign Venture Capital Funds i) Others (specify)	%

	change dufing the year






	COCO







SUBTOTAL
(BX1r
(2) Non Institutions
a) Bodies corporates
432 432 i) Indian 3000 3000 110934 113934 110935 113935
ii) Overseas 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto 4J9 419
Rs.1 Iakhs 34093 76438 34372 76138 1110531 110510 ii) Individual shareholders holding nominal share capital in excess of Rs.1 Iakhs 1693 1693 445922 445922 445922 445922

IV		SHAREHOLDING PATTERN (Equity			Share capital	Break up	as % to	total Equity)
		(A) Category-wise Shareholding
Category of Shareholders	No. of Shares held at the beginning No. of Shares held at the end of the of the year year						% change dufing the year
0) Others (specify)
Clearing Member
Foreign Nationals
Non Resident Indians (Repatriable)		1000	1000	004	20	1000	1020	004
Non Resident Indians (Non Repatriable)
Directors
.Relatives Of Directors
Trusts
SUB TOTAL:(B) (2)	590949	80438	671387	251"!	591249	80138	671387	251"!
Total Public Shareholding (B) = (B) (1) +
(B)(2) C. Shares held by Custodian	590949	80438	671387	251"!	591249	80138	671387	251"!
for GDRs & ADRs	0	0	0		0	0	0
Grand Total (A+B+C)	2553937	80438	2634375	100	2554237	80138	2634375	100

(B)		of Promoters Share Holding
Sl No.	Promoter's Name		Shareholding at the beginning of the year			Shareholding at the end of the year		% change in share holding dufing the year
		No. of shares	% of total shares of the company	% of shares pledged encumber ed to total shares	No. of shares	% of total shares of the company	% of shares pledged encumber ed to total shares
1	Atul Gupta	981761	37.27	0	981761	37.27	0	0
2	K V Ramanashetty	981227	37.25	0	981227	37.25	0	0
	Total	1962988	74.52		1962988	74.52

(C)	( please specify, if there Change in Promoters' Shareholding is no change)
Sl. No.			Shareholding at the beginning of the year	Increase/ Decrease in shareholding	Cumulative Shareholding during the year
		No. of shares	% of total shares of the company		No. of shares	% of total shares of the company
1	Atul Gupta
	At the beginning of the year	981761	37.27
		There is no change	in shareholding during the year
	At the end of the year				981761	37.27
2	K V Ramanashetty
	At the beginning of the year	981227	37.25
		There is no change	in shareholding during the year
	At the end of the year				981227	37.25

(D)		10 shareholders (other Shareholding pattern of top than Directors, Promoters and Holders of GDRs and ADRs)
SI. No.			Shareholding at the beginning of the year	Increase/ Decrease in shareholding		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company		No. of shares	% of total shares of the company
1.	Vaidyanathan Suresh Suresh
	At the beginning of the year	156445	6.43			-
	Date wise increase / decrease in shareholding during the year					-
	At the end of the year				156445	6.43
2.	Polavaram Gunasekaran
	At the beginning of the year	127005	5.22			-
	Date wise increase / decrease in shareholding during the year					-
	At the end of the year				127005	5.22
3.	Rajesh Bhansali
	At the beginning of the year	111420	4.58			-
	Date wise increase / decrease in shareholding during the year					—
	At the end of the year				111420	4.58
4.	ASL Capital Holdings Pvt Ltd
	At the beginning of the year	103480	4.25			-
	Date wise increase / decrease in shareholding during the year					-
	At the end of the year				103480	4.25
5.	Sanjay Nichani
	At the beginning of the year	67322	2.77			-
	Date wise increase / decrease in shareholding during the year					-
	At the end of the year				67322	2.77

	Swarna Financial Pvt Ltd
	At the beginning of the year	5900	0.24
	Date wise increase / decrease in shareholding during the year
	At the end of the year			5900	0.24
	Hasmukh Balubhai Shah
	At the beginning of the year	5000	0.21
	Date wise increase / decrease in shareholding during the year
	At the end of the year			5000	0.21
	Hiteshkumar Naranbhai Patel
	At the beginning of the year	3750	0.15
	Date wise increase / decrease in shareholding during the year
	At the end of the year			3750	0.15
	C Abdulla Basha
	At the beginning of the year	3000	0.12
	Date wise increase / decrease in shareholding during the year
	At the end of the year			3000	0.12
10.	Pramilaraje Shivrajkumar Khachar
	At the beginning of the year	2500	0.10
	Date wise increase / decrease in shareholding during the year
	At the end of the year			2500	0.10

(E)	Shareholding of Directors and Key Managerial Personnel:
Sl. No.		Designation		Shareholding at the beginning of the year	Increase / Decrease in shareholding		Cumulative Shareholding during the year
			No. of shares	% of total shares of the company		No. of shares	% of total shares of the company
	Atul Gupta	Director
	At the beginning of the year		981761	37.27
	At the end of the year					981761	37.27
	K V Ramanashetty	Director
	At the beginning of the year		981227	37.25
	Date wise increase / decrease in shareholding during the year
	At the end of the year					981 227	37.25
	S Venkataramani	Director
	At the beginning of the year
	Date wise increase / decrease in shareholding during the year
	At the end of the year
	P J George	Director
	At the beginning of the year
	Date wise increase / decrease in shareholding during the year
	At the end of the year
	Nirmal Cariappa	Director
	At the beginning of the year
	Date wise increase / decrease in shareholding during the year
	At the end of the year
	Suresh Vaidyanathan	CEO & CFO
	At the beginning of the year		1 56445	6.43

Date wise increase / decrease in shareholding during the year
At the end of the year				156445	6.43
Sumit Mundhra	Company Secretary
At the beginning of the year		*NA	NA
Date wise increase / decrease in shareholding during the year
At the end of the year

*- appointed with effect from 14th February ²⁰¹⁹

By order of the board For TULIVE DEVELOPERS LIMITED

PLACE : CHENNAI DATE : 14'h August 2019 -sd-

K. V. RAMANA SHETTY CHAIRMAN DIN : 01470034

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD'S REPORT

ANNEXURE - II

a) A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and ^a reference to the web-link to the CSR policy and projects or programs:

The Company has adopted the Schedule VII of the Companies Act, 2013. The Company shall undertake CSR activities in any of the activities listed in Schedule Vll to Companies Act, 2013.

b) The Composition of the CSR Committee:

The current members of the committee are

NAME OF THE MEMBER	DESIGNATION
Mr. Atul Gupta	Chairman
Mr. S. Venkataramani	Member
Mr. K. V. Ramana Shetty	Member

c) Average net profit of the company for last three financial years: Rs. 4,68,20,375.13 /-

d) Prescribed CSR Expenditure (two per cent of the amount as in item C above): Rs.

9,36,407.50/—

e) Details of CSR spent during the financial year: Nil
f) Total amount to be spent for the financial year: Rs. 9,36,407.50/—
g) Amount unspent, if any: Rs. 9,36,407.50/—
h) Manner in which the amount spent during the financial year is detailed below:

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
S. No	CSR project or activity idenflfied.	Sector in which the Project is covered	Projects or programs (1 )Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount ouflay (budget) project or programsw ise	Amount spent on the projects or Programs Subheads: (1 )Direct expenditure on projects or programs. (2) Overheads:	Cumulative expenditure upto to the reporting penod	Amount spent: Direct or through implementing agency
	Since the Company	has not spent	any amount during	the financial year,		the details under this table are not given.
	TOTAL

i) Reasons for not spending the prescribed CSR expenditure: The Board is in the process of identifying the specific institutions/ areas where it can contribute. However, the Board has constituted the CSR Committee and the CSR committee had recommended that Schedule Vll to the Companies Act, 2013 be adopted, as the Company's CSR Policy. The Board has adopted the same and the Company will spend on CSR activities once the specific area is identified.

ii) The CSR committee, hereby confirms that the Board has adopted the Schedule V" to the Companies Act, 2013, as the Company's CSR Policy and that The Board is in the process of identifying the specific institutions/ areas where it can contribute.

For TULIVE DEVELOPERS LIMITED By order of the board

PLACE : CHENNAI DATE : 14*h August 2019 -sd-

CHAIRMAN OF CSR COMMITTEE ATUL GUPTA DIN : 01608328

TULIVE DEVELOPERS LIMITED

REPORT ON CORPORATE GOVERNANCE

ANNEXURE - III

1. COMPANIES PHILOSOPHY ON CORPORATE GOVERNANCE:

Your company is fully complying with the requirements of Corporate Governance. Corporate Governance is about promoting corporate fairness, transparency and accountability. A sound corporate governance strengthens investors' trust and enables the company to fulfill its commitment towards the customers, employees and the society in general. The Company believes that the Corporate Governance code will protect the shareholders' rights, minimize risk and enhances value with investment process. The ultimate purpose thus is to create, ^a self-driven, self-assessed and self-regulated organization in this competitive business environment.

2. BOARD OF DIRECTORS:

The Board is fully aware of its fiduciary responsibilities and is committed to represent the long term interest of the stake holders. The Board is comprised of ⁵ members consisting of ⁵ non-executive directors out of which three of them are independent directors. Of the five directors, one of them is ^a women director. The composition ofthe board ofdirectors as on 31st March 2019 is as follows:

SI. No.	Name of the Director	Category of Director	No. of Directorship in other public limited companies	Committee membershi in other p Companies	Committe e Chairmans hip in other Companie 5	No. & Name of any other Listed Company in which Director	Category of Directorsh ip in the other Listed Company
1	Mr. K. V. Ramana Shetty —Chairman	Promoter Non and Executive	1	Nil	Nil	Nil	NA
2	Mr. Atul Gupta	Promoter Non and Executive	Nil	Nil	Nil	Nil	NA
3	Mr. S. Venkataramani	Independent Non- Executive	1	2	2	1; Maris Spinners Limited	Independent Director
4	Mr. R]. George	Independent Non Executive	1	Nil	Nil	Nil	NA
5.	Ms. Nirmal Cariappa	Women director & Independent Non Executive	Nil	Nil	Nil	Nil	NA

Note:

I. Directorship in private limited companies, Section 8 Companies and foreign companies are excluded.

||. Only Audit committee, Shareholders/Stakeholders Relationship Committee are considered.

Ill. The details of directors retiring by rotation and eligible for reappointment at the ensuing AGM is furnished in the notice ofAGM.

DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING (IN PURSUANCE) OF 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SS-2:

a. Mr. Atul Gupta, Non-Executive Director retiring by rotation at the forthcoming annual general meeting offers himself for reappointment.
b. Mr ^S Venkataramani's term as independent director expires at the ensuing AGM. The Board recommends his re—appointment for ^a second term of ⁵ years.
c. Mr P] George's term as independent director expires at the ensuing AGM. The Board recommends his re—appointment for ^a second term of ⁵ years.

The brief resume, Disclosure of relationships between Directors inter-se, names of listed entities in which the aforementioned directors holds directorships and memberships of the Board as per Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished below:

Name of the Director	Mr. Atul Gupta	Mr S. Venkataramani	Mr P. J. George
Date of Birth	17th March 1970	05th October 1942	06th November 1942
Age	49 years	77 years	77 years
Date of First appointment	30/03/2004	25/04/2005	30/05/2011
Conditions of Terms and	is a director liable to As He	to he be is proposed	As he is proposed to be
appointment	rotation and will retire by	an as appointed	an as appointed
	not draw any remuneration	his independent director,	independent director, his
	except sitting fees	will of office term not be	term of office will not be
		liable to retire by rotation	liable to retire by rotation

in Specific Experience functional areas Number of shares held in the company as on 31-03-2019	He hands on possesses experience in management in and real estate construction industry 981761	A accountant chartered specialized in finance having of over 55 an experience years. Nil	An advocate in practice from 1968 specialised in the field of drafting and conveyancing Nil
Educational Qualification	M.B.A.	Chartered Accountant	M.A., B.L.
List of Companies in which Directorship held	1. Acura Agencies & Sales Private Limited. 2. Citadel Realtors Private Limited. Tulive 3. Developers Limited.	1. Maris Spinners Limited 2. Agencies 2. Nilgiri Agro Private Limited Maris Private 3. Enterprises Limited India 4. Traders Janatha Private Limited Bharat Travel Service 5. Private Limited 6. Tulive Developers Limited	1. Leasco Limited Tulive Developers Limited
Other Memberships/ of the Chairmanship of Committees other Boards	Nil	Maris Spinners Limited of Chairman Member and Audit committee and Stake holder Relationship Committee	Nil
of of No. the meetings the Board attended during financial year 2018-19	5(Five).	5(Five).	5(Five).
with other Relationship and Directors, Manager other Key Managerial Personnel of the company	Not Related.	Not Related	Not Related

Brief resume of Mr Atul Gupta:

Mr Atul Gupta is ^a promoter non executive Director. He holds Masters in Business Administration. He has been in the board of the Company since April-2004. He possesses hands on experience for over 25 years in management in real estate and construction industry.

Brief resume of Mr S. Venkataramani:

Mr ^S Venkataramani is an Independent non-executive director. He is ^a Chartered Accountant. He has worked with many Companies and is specialized in finance. Being in the finance line for over 55 years, he has indepth knowledge and is well versed in financial and accounting aspects.

Brief resume of Mr P. l. George:

Mr P. J. George is an Independent non-executive director. He is an advocate and specializes in the field of drafting and conveyancing. He is in practice from 1968 and have ^a clientele of several corporates, both multinational and local, inclusive of banks and financial institutions, apart from leading builders, promoters and developers.

BOARD MEETINGS &ANNUAL GENERAL MEETING:

During the year ended ³¹ st March 2019, ⁵ (five) Board Meetings were held on 29th May 2018, 06th August 201 8, 14th November 2018, 14th February 2019 and 22nd February 2019. The Company is regular in furnishing all the details and information as recommended by SEBI & Stock Exchange to the members of the Board. The attendance of directors at these meetings and the sitting fees paid to directors are as fol lows.

NAME OF DIRECTOR	NO OF BOARD MEETINGS ATTENDED	WHETHER ATTENDED LAST AGM	SITTING FEES (RS.)
Mr. K. V. Ramana Shetty	5	Yes	25000
Mr. Atul Gupta	5	Yes	25000
Mr. S Venkataramani	5	Yes	25000
Mr. P. J. George	5	No	25000
Ms. Nirmal Cariappa	5	No	25000

SHAREHOLDING BY NON-EXECUTIVE DIRECTORS:

S. No	NAME OF DIRECTOR	NO. OF SHARES HELD AS ON 31ST MARCH 2019
1.	Mr. K. V. Ramana Shetty	981227
2.	Mr. Atul Gupta	981761
3.	Mr. S. Venkataramani	Nil.
4.	Mr. P. J. George	Nil.
5.	Ms. Nirmal Cariappa	Nil.

Independent Directors:

The Independent Directors are appointed by the shaeholders and in the opinion of the Board, they do not have any direct or indirect material relationship with the Company or any of its officers and they meet all criteria specified in Section 149(6) of the Companies Act, 2013 and the Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

A Chart or matrix setting out the skills/expertise/competence of the Board:

The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Skill	Description
Financial	Practical and in knowledge experience corporate
	internal and and finance, accounting reporting
	financial to asse control, including ability strong
	financial of decision and ensure impact making
	profitable and sustainable growth.
Organisational	what needs to done, to prioritise estimatethe Ability
	human materials and equipment resource, cost,
	well ahead to avert in time, required unnecessary
	crises down the line
Influential	to and the Ability convince, negotiate persuade
	about the to customers best translate proposals,
	technical jargon into easy terms to clients, flexiblity
	clientele to adapt to various situations and improve
Leadership	to micro to and Ability manage manage, analyse
	member's individual traits and strength and be open
	to new ideas
Analytical	understanding of Practical organizations, processes
	to tlrik strategic planning, risk management, ability
	and brain storm solutions that cut costs and time
Marketing	to and market sales grow developing strategies
	share, build brand awareness and equity.

3. BOARD COMMITTEES:

In accordance with the code of corporate governancethe board has set up the following committees. All directors have confirmed that the number of committee memberships they hold in all other companies are within the limits prescribed as per the regulation of Stock Exchange.

A) AU DIT COMMITTEE:

The terms of reference to audit committee are in tandem with those laid down by regulations of Stock Exchange and include amongst others, the fol lowing:

(1) Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the director's responsibility statement to be included in the board's report in terms ofclause (c) ofsub-section (3) ofSection 134 ofthe Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons forthe same.

c) major accounting entries involving estimates based on the exercise ofjudgment by management;

d ) significant adjustments made in the financial statements arising out ofaudit findings;

e ) compliance with listing and other legal requirements relating to financial statements;

f) disclosure of any related party transactions;

g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of ^a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(1 O) valuation of undertakings or assets ofthe listed entity, wherever it is necessary;

(1 1) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure ofthe internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or ^a failure of internal control systems of ^a material nature and reporting the matterto the board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(1 8) to review the functioning ofthe whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. ofthe candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit committee consists ofthe following members:

NAME OF THE MEMBER	DESIGNATION	NO. OF MEETINGS ATTENDED
Mr. S. Venkataramani	Chairman	4
Atul Mr. Gupta	Member	4
Mr. P. J. George	Member	4

During the year, the committee met 4 (four) times on 29th May 2018, 06th August 2018, 14th November 2018 and 14th February 2019.

(B) NOMINATION AND REMUNERATION COMMITTEE:

. The terms of reference to Nomination and Remuneration Committee are in tandem with those laid down by regulations of Stock Exchange and include amongst others, the following:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of ^a director and recommend to the board of directors ^a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising ^a policy on diversity of board ofdirectors;

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

The Nomination and Remuneration Committee consists ofthe following members:

NAME	DESIGNATION	No. of Meetings attended
Mr. S. Venkataramani	Chairman	2
Mr. P. J. George	Member	2
Mr. Atul Gupta	Member	2
Mr. K. V. Ramana Shetty	Member	2

During the year, the committee met ² (two) times on 06th August 2018 and 14th February 2019.

PERFORMANCE APPRAISAL/ EVALUATION PROCESS:

As members of the board, their performance as well as the performance of the entire board and its Committees will be evaluated annually by the Nomination and Remuneration committee. Evaluation of each director shall be done by all the other directors. An indicative list of factors that may be evaluated include participation and contribution by ^a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgment. The actual evaluation process shall remain confidential and shall be ^a constructive mechanism to improve the effectiveness of the Board / Committee.

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consists of the following members:

NAME OF THE MEMBER	DESIGNATION
Mr. Atul Gupta	Chairman
Mr. S. Venkataramani	Member
Mr. P. J. George	Member

No meeting of this committee was held during the financial year 2018-19.

I. The committee approves and monitors share transfers and transmission, splitting and consolidation of shares and issue of dupl icate share certificates.

II. Looks into redressal of shareholders complaints viz transfer of shares and deciding on any other matters as may be required in connection with shareholders investors servicing or redressal of their grievances and;

III. Carries out functions envisaged under the code of conduct for prevention of Insider Trading adopted in terms of Regulation 12(1) ofSEBI (Prohibition of Insider Trading) Regulation ¹ 992.

IV. Monitors investors servicing on ^a continuous basis and the committee has directed the concerned officerto fon/vard to committee ^a report on investors serviced on ^a periodical basis.

Name and designation of the compliance officer:

Mr. Atul Gupta was the Compliance office of the Company ti ll 13th February 2019.

Mr Sumit Mundhra, Company Secretary was appointed as the Compliance officer of the Company with effect from 14th February 2019

Information of Investor Grievances:

1. Number of shareholders complaints received during the year: NIL
1. Number not solved to the satisfaction ofthe shareholders: NA
1. Number of pending compliances: NA

(D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Every company having net worth of Rs. 500 crores or more or turnover of Rs. 1000 crores or more or net profit of Rs. ⁵ crores or more during any three preceding financial years shall constitute ^a CSR committee consisting of three or more directors, out ofwhich at least one director shall be independent director.

Accordingly, the Corporate Social Responsibility Committee was constituted with the following

NAME OF THE MEMBER	DESIGNATION
Mr. Atul Gupta	Chairman
Mr. S. Venkataramani	Member
Mr. K. V. Ramana Shetty	Member

No meeting of this committee was held during the financial year 2018-19.

THE RESPONSIBILITIES OF THIS COMMITTEE ARE AS UNDER:

a) To formulate and recommend to the board, ^a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the company as specified in Schedule VII;

b) To recommend the amount of expenditure to be incurred on the activities referred to above;

c) To monitorthe Corporate Social Responsibility Policy ofthe company from time to time.

4. REMUNERATION TO DIRECTORS:

No remuneration was paid to the directors during the year 2018-2019, except sitting fees and reimbursement of conveyance expenses.

5. GENERAL BODY MEETINGS:

DATE AND TIME	LOCATION (VENUE)	SPECIAL RESOLUTION PASSED AT AGM	SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT
28.09.2018, 10:00 AM	No.21/22, Loha Bhavan, P.D.Mello Road. Mumbai — 400009.	Nil	Nil
07.12.2017	Not Applicable, to as approval buyback equity shares was accorded through postal ballot.	Nil	Yes
29.09.2017, 10:00 AM	No.21/22, Loha Bhavan, P.D.Mello Road. Mumbai — 400009.	Nil.	Nil
30.09.2016, 10:00 AM	No.21/22, Loha Bhavan, P.D.Mello Road. Mumbai — 400009.	Nil.	Nil

Details of special resolution passed through postal ballot and details of voting pattern:

The Company sought the aapproval of shareholders by way of special resolution through notice of postal ballot dated 27th October 2017 for buyback of 8,50,000 equity shares of the Company, which was duly passed and the result ofwhich were announced on 7th December 2017.

Mr. Adit ^N Bhuva, Practicing Company Secretary was appointed as the scrutinizer to conduct the postal ballot/e—voting process in a fair and transparent manner.

The details ofvoting pattern are as fol lows:

FOR		AGAINST
No. of Equity Shares	Percentage	No. ofEquity Shares	Percentage
601588	99.98	106	0.02

6. MEANS OF COMMUNICATION:

The quarterly, half-yearly and annual results of the Company are published in The Free Press Journal and Navshakti. The results are also displayed on the Com pany's website "www.tu1ivedevelopers.com".

7. GENERAL SHARE HOLDERS' INFORMATION:

1.Date, time and venue of AGM	AM. 2019 10:00 at at Loha 27th 21/22, September
	Bhavan, P.D.Mello Road, Mumbai — 400009.
2. Financial Year	2018 to 31St March 2019. 1St April
3. Dividend payment date	Not Applicable
4. Listing on Stock Exchange	*Bombay Stock Exchange Limited,
	Phiroze Jeejee Towers Mumbai Dalal Bhoy's Street, 400 001.
5. Stock Code and lSlN	505285 & NE637D01015
and transfer agents 6. Registrar	COMPUTECH SHARECAP LIMITED.
	No. Mahatma Gandhi 3rd Opp. 147, Floor, Road,
	Jahangir Art Gallery, Fort, Mumbai 400 001 Tel: 91-22-2267—1824-25-26.
7. Share Transfer System	Limited the and Share is Computech Cap Registrar
	of Transfer the The Share share Company. Agents
	transfer process to review by stakeholders is subject
	relationship committee. The share transfer requests in form other and related are issues
	physical proceeds within to and the the dispatched respective lodgers
	limit time wherever the documents are statutory
	the LODR complete in all respects. As per regulations,
	form will the transfer of shares held in physical not be accepted from 1St April 2019.
8.Dematerialisation of shares and	with has entered into agreements The Company CDSL
liquidity	have electronic depository facilities of and NSDL to
	the Shares of the Company. As at 31.3.2019, 80,138 (3.04%) were shares in
	form and 25,54,237 physical of which were dematerialized form in (96.94%)
	shares were with 14,83,223 and 10,71,014 CDSL and
	NSDL respectively.
Global depository 9. Outstanding receipts or American depository	Not Applicable.
receipts or warrants or any convertible
instruments, conversion
date and likely impact on equity;
price risk or 10. Commodity foreign exchange risk and hedging activity	Not Applicable.
1 1. Address for correspondence:
to transfer of a. Matters relating shares	Computech Share Cap Ltd. No. Mahatma Gandhi
	3rd 147, Floor, opp. Road, Jahangir Art Gallery, Fort, Mumbai 400001.
	Tel: 91-22-2267—1824-25-26
b. Other matters	Tulive Developers Limited.
	Corporate Office:

	Chennai-600006. No.5, Subbarao Avenue, 1st Street, Tel: 044 —28230222 Email: [email protected]
12. Web link for website where the for determining material policy with subsidiaries and policy on dealing related party transaction are placed.	http://www.tulivedevelopers.com/investors.php

*The company has paid the requisite fees to the Bombay stock exchange on time.

8. SHARE HOLDINGS OF DIRECTORS AS AT 31ST MARCH 2019:

NAME OF DIRECTOR	NO OF SHARES HELD
Mr. K V Ramana Shetty	981227
Mr. Atul Gupta	981761
Mr. S. Venkataramani	Nil
Mr. P. J. George	Nil
Ms. Nirmal Cariappa	Nil

(F) WHISTLE BLOWER POLICY:

The Company has established ^a mechanism for directors and employees to report their concerns about unethical behaviors, actual or suspected fraud, and violation of code of conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access by the whistle blowerto the audit committee.

We affirm that during the financial Year 2018-19, no personnel has been denied access to the audit committee.

The Company, during the financial year 2018-19, has not received any complaints under this mechanism.

9. OTHER DISCLOSURES:

There were no related party transactions made by the company with the Directors/ relatives. The Register of contracts or arrangements maintained under Section 189 of the Companies Act, 2013 containing transactions in which Directors are interested is placed before the Board at all regular meetings for approval of directors not interested in the transactions.

> Details of non-compliance or penalties/strictures imposed during the last three years:

The Company received ^a notice from BSE Ltd on 12th February 2019, imposing ^a penalty of Rs. 1,08,560/— for non- compliance of Regulation 6(1) of SEBI (LODR) Regulations,2015 for non-appointment of ^a qualified Company Secretary as the Compliance officer. The Listed Entity paid the fine imposed by BSE on 13th February 2019 and appointed ^a qualified Company Secretary as the Compliance Officer of the Company with effect from 14th February 2019

> Details of fees paid to statutory auditors:

The Company paid Rs. 70,000 (Rs. 60,000 for audit and Rs. 10,000 for certification of cash flow statement) to the statutory auditors.

> Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company does not have any women employees. Hence this disclosure is not applicable

> Details of Compliance with mandatory requirements:

Save as herein mentioned, the company has complied with all statutory requirements/Rules/Regulation of Stock Exchange and SEBI

10. SHAREHOLDING PATTERN — AS AT 31" MARCH 2019:

As per Shareholding pattern in Annexure ¹ to the Boards report.

11. MONTHLY HIGH AND LOW QUOTATIONS AT BSE FOR 2018-2019:

MONTH	HIGH (R5)	LOW (R5)

2018 April	180.00	180.00
May 2018	183.60	183.60
June 2018	No trade
July 2018		No trade
August 2018		No trade
September 2018		No trade
October 2018	187.00	187.00
November 2018	210.10	190.70
December 2018		No trade
January 2019	231.85	206.00
February 2019	246.80	235.90
March 2019	256.70	251.70

12. DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 :

Board composition	17(1)	Yes
Meeting of Board of directors	17(2)	Yes
Review of Compliance Reports	17(3)	Yes
Plans for orderly succession for appointments	17(4)	Yes
Code of Conduct	17(5)	Yes
Fees/compensation	1 7(6)	Yes
Minimum Information	17(7)	Yes
Compliance Certificate	17(8)	Yes
Risk Assessment & Management	17(9)	Yes
Performance Evaluation of Independent Directors	17(10)	Yes
Explanatory statement attached to the notice to set forth the recommendation of the Board on each of the special items	17(11)	Yes
Maximum number of Directorships	17A	Yes
Composition of Audit Committee	18(1)	Yes
Audit Meeting of Committee	18(2)	Yes
Composition of nomination & remuneration committee	19(1) & (2)	Yes
Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
Composition and role of risk management committee	21 (1),(2),(3),(4)	for Not mandatory the Company.
Mechanism Vigil	22	Yes

Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	NA
Approval for material related party transactions	23(4)	NA
Disclosure of related party transactions on half yearly basis (w.e.f 31St March 2019 quarter)	23(9)	Yes
Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
Secretarial audit of listed entity and its material unlisted in India subsidiaries incorporated to be annexed to annual report ended 31St March (w.e.f year 2019)	24A	Yes for the Listed entity. Not applicable for the material unlisted subsidiaries, as the Company does not have any subsidiary.
Maximum Directorship & Tenure	25(1) & (2)	Yes
Meeting of independent directors	25(3) & (4)	Yes
Familiarization of independent directors	25(7)	No
Declaration of independence by independent directors and the same to be taken on record by the Board	25(8) & (9)	Yes
To undertake Directors and Officers Insurance for all independent directors	25(10)	NA
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members of Board of Directors and Senior	26(3)	Yes

management personnel
Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	NA
of Prior approval Board and shareholders to be public obtained for agreements entered into by KMP employee including or promoter or director.	26(6)	NA

S. No	Particulars	Status of dissemination in the website of the company (Yes/No)
1.	Terms and conditions of appointment of Independent directors	Yes
2.	Constitution of various committees of the board	Yes
3.	Code of conduct of board of directors and senior management personnel	Yes
4.	Details of establishment of mechanism vigil	Yes
5.	with Policy on dealing related party transaction	Yes
6.	Details of familiarization program imparted to Independent directors.	No
7.	E-mail address for grievance redressal and other relevant details	Yes
8.	Policy for determining material subsidiaries	Yes

13. DIVIDEND:

The Board has not recommended anydividend forthe financial year ending 315t March 2019.

14. INSIDER TRADING POLICY:

As per SEBI guidelines on Insider Trading, all listed Companies were required to set up an appropriate mechanism for regulating transactions in the shares of the company by Insiders. Your company has framed ^a code of conduct for prevention of Insider Trading for Promoters and Directors.

15. ADOPTION OF DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART ^E OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The company has appointed separate chairperson and Chief Executive officer forthe Company.

16.TRAINING OF BOARD MEMBERS AND THEIR EVALUATION:

Majority of the Board Members have been with the Company for more than nine years and being well qualified are fully aware of the business of the Company as well as risk profile of business parameters of the company, their responsibilities as directors and the best ways to discharge them

17. CEO CERTIFICATION:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ^a Certificate duly signed by Mr. Suresh Vaidhyanathan, CEO was placed at the meeting of the board of directors held on 30th May 2019.

18. AUDITORS' CERTIFICATE:

The certificate on compliance of conditions of Corporate Governance, from the Auditors is attached with this report.

By order of the board For TULIVE DEVELOPERS LIMITED

PLACE : CHENNAI -Sd-

DATE : 141" August 2019 K. V. RAMANA SHETTY

CHAIRMAN DIN : 01470034

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

To the shareholders of Tulive Developers Limited:

On the basis of the written declarations received from the members of the board and senior management personnel in terms of Regulation 26(3) of SEBI (Listing obligations and disclosure requirements) Regulations, 2015, ^I hereby certify that both the members of the board and senior management personnel of the Company have affirmed compliance with the respective provisions of the code of business conduct and ethics of the company as laid down by the board of directors forthe year ended ³¹ St March 2019.

-Sd-SURESH VAIDYANATHAN CHIEF EXECUTIVE OFFICER

PLACE : CHENNAI DATE : 30TH MAY 2019

AUDITOR'S CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

To:

The Shareholders of Tulive Developers Limited :

We have examined the compliance of conditions of Corporate Governance by Tulive Developers Limited ("the Company"), for the year ended on March 31, 2019, as stipulated in Regulations 17 to 27 (excluding regulation 23 (4) and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and ^E of Schedule V of the SEBI Listing Regulations.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to ^a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements ofthe Company.
We have examined the relevant records ofthe Company in accordance with the generally accepted auditing standards in India, to the extent relevant, and as per the guidance note on certification of corporate governance issued by the Institute of Chartered Accountants of India.
In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the directors and the management, we certify that the Company has complied with the conditions of corporate governance as stipulated Regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraphs C, D and ^E of Schedule V of the SEBI Listing Regulations for the respective periods of applicability as specified under paragraph ¹ above, during the year ended March 31 , 2019 except in conducting the familiarisation program for its independent director.
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Vide our report of even date attached For R. RAMALINGAM & ASSOCIATES Chartered Accountants Regn No. 0106165

-sd-R. Ramalingam Partner 600 006. M.NO. 027154 Date : 14.08.2019 UDIN No. : 19027154AAAABP8684

. Place : Chennai -

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

Tulive Developers Limited 21/22, Loha Bhavan, P.D. Mello Road, Mumbai - 400009

Based on the:

(l) Disclosures in form DIR-8 received from the Directors of Tulive Developers Limited having CIN: L99999MH1962PLCO12549 and having registered office at No.21/22, Loha Bhavan, P.D. Mello Road, Mumbai - 400009 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(ii)verification ofthe Directors Identification Number (DIN) status in the portal www.mca.gov.in;

(iii)|ist of entities debarred by SEBI as published by NSE in their weblink https://www.nseindia.com/content/press/prs_ra_sebi.xls,

In our opinion and to the best of our information and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below as on the financial year ended 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other StatutoryAuthority

Sr. No.	Name of Directors	DIN	Date of in appointment Company
1	Sivaswami Venkataramani	00053043	25/04/2005
2	Ramana Shetty Venkata Krishna	01470034	30/03/2004
3	Atul Gupta	01608328	30/03/2004
4	George Johnson Perumbachiruvila	02614455	30/05/2011
5	Nirmal Cariappa	07129165	30/05/2015

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S.A.E. & Associates LLP Company Secretaries

PLACE : CHENNAI DATE : 14'h August 2019 -sd-

Adit N. Bhuva

Partner ACS : 29660 : CP No. : 10999

SECRETARIAL AUDIT REPORT

Annexure - IV

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019

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

To The Members, Tulive Developers Limited 21/22, Loha Bhavan, P. D. Mello road, Mumbai — 400009.

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

Based on our 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 authorised representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2019 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:

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

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment (not applicable as there was no specific compliance required underthese enactments, during the year.);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

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

2.Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

3.The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (not applicable as there was no specific compliance required underthese regulations, during the year.);

4.SEBI (Share Based Employee Benefits) Regulations, 201 4 (not applicable as there was no specific compliance required underthese regulations, duringthe year.);

5.The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6.The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client;

(vi) As represented by the Company, we further report that, there are no industry specific law which are applicable to the Company.

We have also examined compliance with the applicable clauses ofthe following:

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

(i i) The Listing Agreement entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.(to the extent the same were applicable to it) mentioned above subject to the following observations:

0) the Company has not appointed ^a Company Secretary in full time employment; the Company had also received ^a notice from BSE Ltd in relation to non-compliance of regulation 6(1 ) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 on 12th February 2019.Later the Company appointed ^a Company secretary in full time employment and ^a qualified Company Secretary as Compliance officer of the Company w.e.f ¹ 4th February 2019
management discussion and analysis report did not form part of the annual report for the financial year ended ³¹ st March 2018;
the Company is yet to conduct familiarization programme for independent directors;
The Company's financial auditor is not yet peer reviewed.
as required under Regulation 52(3)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has not furnished ^a declaration to BSE for the audit report issued with unmodified opinion for the annual audited financial results for the year ended ³¹ st March 2018. However, the audit report submitted with stock exchange for the financial year ended ³¹ st March 2018 was with unmodified opinion
(vi) as per SEBI circular IMD/FPIC/CIR/P/2018/61 dated 05th April 2018, on "Monitoring of Foreign Investment limits in listed Indian companies", the Company is yet to appoint one depository as its Designated Depository forthe purpose of monitoring the foreign investment limit.
(vii) as per SEBI circular SEBI/HO/CFD/DCR1/CIR/P/2018/85, dated 28th May 2018, on "System driven disclosures in the Securities Market", the Company is yet to appoint one depository as its Designated Depository forthe purpose of system driven disclosures with respect to PIT Regulations
(viii) as per SEBI/HO/MIRSD/DOSB/CIR/P/2018/115 dated 16th July, 2018 on "Strengthening the Guidelines and Raising Industry standards for RTAs, Issuer Companies and Banker to an Issue — Clarification (SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018 )", the Company, through its RTA is yet to send communication to the shareholders holding shares of the Company in physical form, seeking their PAN and bank accountdetails
(iX) the amount required to be spent towards CSR has not been spent.

We further reportthat

The Board of Directors of the Company is duly constituted with proper balance Non-Executive Directors and

Independent Directors. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent/tabled at the meeting.

Majority decision is carried through and recorded as part of the minutes. We understand that there were no dissenting views for being captured in the minutes.

Based on the compliance system prevailing in the Company, and after carrying out test checks of the relevant records and documents maintained by the Company We 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.

For S.A.E. & Associates LLP Company Secretaries

-Sd-

ADIT N BH UVA

PARTNER ACS. No. 29660, C.P. NO. 10999

Place : Chennai Date : 14th August 2019

To, The Members, Tulive Developers Limited 21/22, Loha Bhavan, P. D. Mello road, Mumbai — 400009.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. It is the Management's Responsibility to maintain secretarial records, and to devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
1. Our responsibility as the Secretarial Auditor is to express an opinion on these secretarial records, systems, standards and procedures based on our audit.
1. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.
1. 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.
1. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

For S.A.E. & Associates LLP Company Secretaries

-Sd-ADIT N BHUVA PARTNER ACS. No. 29660, C.P. NO. 10999

Place : Chennai Date : 14th August 2019

INDEPENDENT AUDITOR'S REPORT

The Member of TULIVE DEVELOPERS LIMITED Mumbai - 400 009.

REPORT ON THE INDIAN ACCOUNTING STANDARDS (Ind AS) FINANCIAL STATEMENTS:

1.0PINION:

We have audited the accompanying Ind AS financial statements of TULIVE DEVELOPERS LIMITED, MUMBAI-400009 ("the Company ")which comprise the Balance Sheet as at 31st March 2019 , the Statement of Profit and Loss and the Cash Flow Statement for the year then ended. and ^a summary ofthe SignificantAccounting Policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FORTHE FINANCIAL STATEMENTS:

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 201 3("the Act") with respect to the preparation of these Ind AS financial statements that give ^a true and fair view of the financial position , financial performance and cash flows of the Company in accordance with the Accounting Principles Generally Accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act read with Rule 7of the Companies (Accounts) Rules ,2014 .This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of the 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 Ind AS financial statements that give ^a true and fair view and are free from material misstatement, whether due to fraud or error.

3. AUDITOR'S RESPONSIBILITY:

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report underthe provisions of the Act and the Rules made there under.

We conducted our audit of Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidences about the amounts and the

disclosures in the Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Ind AS financial statements that give ^a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the Accounting Policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation ofthe Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide ^a basis for our audit opinion on the Ind AS financial statements.

4. OPINION:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give ^a true and fair view in conformity with the Accounting Principles Generally Accepted in India, of the state of affairs of the Company as at ³¹ March 2019 and its profit and its cash flows forthe year ended on that date.

5. EMPHASEIS OF MATTERS: -NIL -

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS :

(i) As required by the Companies (Auditor's Report) Order,(S.NO.12/L 8(E) dated 29.03.2016 issued by the Central Government in terms of Section 143(1 1) of the Act, and on the basis of such checks of the books and records of the company as we have considered appropriate and according to the explanations given to us, we give in the "Annexure—I" ^a statement on the matters specified under paragraph ³ and 4 of the Order, to the extent applicable.
(ii) As required under Section and 143 (3)(5) of the Act, we give in "Annexure-II "report on the INTERNAL FINANCIAL CONTROL SYSTEMS in place and the Operating effectiveness of such Controls
(iii) As required by Section 143(3) ofthe Act, we reportthat:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose 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 ofthose books;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards 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 as on ³¹ March 2019 and taken on record by the Board of Directors, none of the directors is disqualified from being appointed as ^a director in terms of Section 164 (2) ofthe Act.
(f) 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 ofour information and according to the explanation given to us.
i. The Company has disclosed the impact if any; of pending litigations on the financial position in its Ind AS financial statements —(Refer Note No.18(2(])
ii. The Company did NOT have any long term contracts including derivative contracts during the year.
iii. There were NO amounts which were required to be transferred to Investor Education and Protection Fund by the company. during year

For R. RAMALINGAM & ASSOCIATES Chartered Accountants R.NO :0106165

Place : Chennai - Date : 30.05.2019 ^R Ramalingam

600 006. -Sd-PARTNER M.N0.027154

INDEPENDENT AUDITOR'S REPORT

ANNEXURE -I

Referred to in paragraph 6 of our Report of even date to the members of Tulive Developers Ltd, Mumbai - 400 009 regarding the accounts ofthe Company forthe year ended ³¹ st March 2018.

COMPANIES (AUDITORS REPORT) ORDER 201 6 (S.O.NO.1 22 8(E) dated 29.03.201 6

On the basis of such checks, as we considered on applicable to the company and according to information and explanations given to us duringthe course ofourAudit , we state that:

(l) (a) The Company is maintaining proper records showing full particulars , including quantitative details and situation of Fixed Assets;
(b) The Property, Plant and Equipment have been physically verified by the management at reasonable intervals duringthe year and , no material discrepancies were noticed on such verifications;
(c) The TITLE DEEDS OF Immovable properties are held in the former name of the Company.(Kerry Jost Engineering Ltd)The name of the company was changed to the present name as evidenced by fresh Certificate of Incorporation dated 17.01.2008 granted by Deputy Registrar of Companies Mumbai, Maharashtra State .
(ii) Since the Company is NOT engaged in any trading or manufacturing activities during the year provision ofclause3(ii)oftheOrderare NOTapplicableforthisfinancial year.
(iii) The Company has NOT granted any Loans Secured or Unsecured to Companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) (a) The Company has NOT granted any Loans , made any Investments, Guarantees , Security to any persons covered under Section 185 and 186 ofthe Companies Act 201 ³

(b)The company has balancesinthe current accounts with the followingfirmsin which the Company is a Partner.

Particulars	TULIVE ESTATE Rs	TULIVE BUILDERS Rs
Balance as at 01.04.2018	15943009305	31232071.87
less : Amount Received during the year
	15943009305	31232071.87
Add : Amount during the year paid		75000.00
	15943009305	31307071 .87
Less : Share of Loss for the year ended 31.03.2019	2197092.71	181138.92
as at 31.03.2019 Balance	15723300034	3112593295

(a) Clause (a) is not applicable as the share of profit cannot be considered as Loan/Advance and is not prejudicial to the Company's Interest.

(b) The receipt of amounts towards share of profit are regular .
(c) There were No overdue amounts.
(v) The Company has NOT accepted any deposits so far up to ³¹ March 2019.
(vi) The company is NOT engaged in manufacture or production of any goods and is not providing of any services for which the Central Government has prescribed maintenance of Cost Records under Section 148(1) ofthe Companies Act 201 ³
(vii) (a) The Company ,is regular in depositing undisputed Statutory dues like Income tax , Goods and Service Tax ,cess., and any other statutory dues to the appropriate authorities and there were no arrears of outstanding statutory dues as on the last day of the financial year for ^a period more than six month from the dates they became payable.

(b)The Company has not deposited disputed Income Tax demands subject to revision on account of relief granted by Appellate Authority relating to Income Tax Assessmentyear 2013-2014 as detailed below

Nature of Assessment Order	Previous year	Assessment Year	Date of Order	Disputed Demand Rs
1,Regular Order u/s 143(3)	31.03.2013	2013-2014	28.03.2016	15,95,380
Total				15,95,380
Refunds granted Assessing Authority	34,53,020

The Assessing Authority has adjusted the above amount of refunds due in respect of subsequent Assessmentyears .

(viii) The Company has NOT borrowed any loan from Financial Institution ,Bank, Governmentand has NOT issued debentures and the question of reporting on default in repayment of loans or borrowings to ^a financial Institution , Bank , Government ordues to debenture holders does not arise
(iX) The Company has NOT raised any funds by way of Initial Public Offer or further Public Offer and the Company has Not availed any term loans and hence the provisions of this clause are Not applicable for this financial year
No fraud on the Company by its Officers or Employees has been noticed or reported during the yearthat causes the Ind AS financial statements to be materially misstated ;
(xi) During the year the company did NOT pay any managerial remuneration to any of the Directors and provisions of Section 197 read with Schedule V to the Act are NOT applicable forthe year under review
(xii) The Company is Not ^a Nidhi Company and Nidhi Rules, 2014 are not applicable to it. Hence the requirements ofclause 3(xiii) ofthe Order does NOT apply to the Company
(xiii) The Company during the year did NOT have any transactions with related parties as per Section 2(76) and provisions of Section 177 and 188 ofthe Companies Act 201 ³ were NOTApplicable
(xiv) The Company has NOT made any preferential allotment or private placement of shares during the year and has NOT issued fully or partly convertible debentures during the year
(xv) The Company has NOT entered in to any NON-CASH transactions with any of the directors or persons connected with him/her and provisions of Section 192 ofthe Act are NOT attracted
(xvi) The Company is NOT ^a Non Banking Company and the question of registration under Section 45-IA ofthe Reserve Bank Of India Act ¹ 934 does not arise.

For R. RAMALINGAM & ASSOCIATES Chartered Accountants Reg.No :010616S

Place : Chennai - Date : 30.05.2019 R. Ramalingam

600 006. -sd-PARTNER Membership No.027154

ANNEXURE II

The Independent Auditors Reports to the

Member of TU LIVE DEVELOPERS LIMITED MUMBAI - 400 009.

Report on the Internal Financial Controls with reference to the IND AS Financial Statements under Section ¹ 43 (3) (i) of the Companies Act 2013 ("Act").

We have audited the Internal Financial Controls with reference to the financial statements of TULIVE DEVELOPERS LIMITED ("the Company") No.21/22 P.D.Me||o Road Mumbai -400009 as at315t March 2019 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on thatdate.

MANAGEMENT 'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS:

The Company's Management is responsible for establishing and maintaining Internal Financial controls based on the Internal Controls 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 lndia('|CA|') 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 underthe Companies Act, 2013.

3. AUDITORS'S RESPONSIBILITY:

(a) Our responsibility is to express an opinion on the Company's Internal Financial Controls with reference to financial statements 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") and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10)of the Companies Act,201 3, to the extent applicable to an Audit of Internal Financial Control both applicable to an audit of Internal Financial Controls and both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Control with reference to financial statements was established and maintained and if such controls operated effectively in all material aspects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Control System with reference to Financial Statements and their operating effectiveness. Our Audit of internal Financial Controls with reference to financial statements included obtaining an understanding of Internal Financial Controls with reference to IN D AS financial statements, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
(c) 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 Control System overfinancial reporting.

4. MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

A company's Internal Financial Control with reference to financial statements is ^a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with Generally Accepted Accounting Principles. A company's internal financial control with reference to financial statements includes those policies and procedures that

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe company;
(ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of the INDAS financial statements in accordance with Generally Accepted Accounting principles, and that receipt and expenditure of the company are being made only accordance with authorizations of management and directors ofthe company; and
(iii) provides reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have ^a material effect on the INDAS financial statements.

5. INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

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

6. OPINION:

In our opinion, the Company has, in all material respects, an adequate Internal Financial Controls system with reference to financial statements and such Internal Financial Controls with reference to financial statements were operating effectively as at31 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 Control over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R. RAMALINGAM & ASSOCIATES Chartered Accountants Reg. No : 0106168

Place : Chennai - Date : 30.05.2019 R. Ramalingam

600 006. -sd-PARTNER Membership No. 027154

	AT 2019 BALANCE 315T AS SHEET MARCH,
SL. No.	PARTICULARS	Note No.	31.03.2019 Rs.	31.03.2018 Rs.
I.	ASSETS : (1) NON-CURRENT ASSETS: (a) Property , Plant and Equipments (b)Financial Assets Investments	1 2	292,943,433.00 2,200,000.00	293,195,461 2,200,000
	(2) CURRENT ASSETS: Financial Assets (a) Investments in Mutual Funds (b) Trade Receivables (c) Cash and Cash equivalents (d) Other Current assets	3 4 5 6	295,143,433.00 - 2,200,000.00 191,844,841.28 192,686,971.29	295,395,461 - 1,600,000 186,194,448 194,115,205
II.	TOTAL ASSETS EQUITY AND LIABILITIES:		386,731,812.57 681,875,245.57	381,909,653 677,305,114
	Equity (a) Equity Share Capital (b) Other Equity	7 8	26,343,750.00 654,984,065.57 681,327,815.57	26,343,750 650,769,764 677,113,514
	LIABILITIES: 1. Non Current Liabilities 2. Current Liabilities Financial Liabilities (a) Trade Payables (b) Other Current Liabilities (c) Short Term Provisions	9 1O 11	- 409,660.00 28,770.00 109,000.00	- 75,600 7,000 109,000
			547,430.00	191,600
III.	TOTAL OTHER NOTES TO FINANCIAL STATEMENTS : Notes No:1 to 11 and 18 form part of this Balance 5 1eet	18	681 ,875,245.57	677,305,114
	K.V. RAMANASHETTY Chairman -sd - ATUL GUPTA		Vide our report R. RAMALINGAM & ASSOCIATES For Chartered Accountants Regn No. 0106165	of even date attached
	S. VENKATARAMANI Directors -sd P. I. GEORGE _ NIRMAL CARIAPPA		-sd R. Ramalingam Partner M.NO. 0271 54
	SURESH VAIDYANATHAN CEO&CFO -sd Place : Chennai - 600 006		-sd Sumit Mundhra Company Secretary

Date: 30/5/2019

	STATEMENT OF PROFIT AND LOSS ACCOUNT 2019 FOR THE YEAR ENDED 31ST MARCH,
	Particulars	Note No.	31.03.2019 Rs.	31.03.2018 Rs.
I I	Revenue from Operations Other Income	12 13	600,000.00 6,910,176.45	600,000 16,549,617
III	Total Revenue I+ I		7,510,176.45	17,149,617
IV	Expenses: (1).Employee benefit expenses (2) Depreciation and amortization expenses (3) Other Expenses	14 15 16	258,000.00 252,028.00 2,785,847.00	192,000 99,048 1,838,464
	Total Expenses		3,295,875.00	2,129,512
V VI	Profit before exceptional and extra ordinary items and Tax (III-IV) Exceptional Items		4,214,301.45 -	15,020,105
VII	Profit before extraordinary items and tax (V-Vl)		4,214,301.45	15,020,105
VIII	Less Extra Ordinary Items		-	4,550,528
IX	Profit Before Tax (VI-VIII)		4,214,301.45	10,469,577
X	Tax Refunds Tax Expenses		- -	1,263,917 111,887
XI	Profit for the year from continuing operations		4,214,301.45	11,621,607
XII XIII XIV	Profit/Loss from discontinuing operations. of discontinuing Tax expenses operations Profit from dis continuing operations (after tax) (xii-xiii)		- - -	- - -
XV	Profit for the year (XI + XIV)		4,214,301.45	11,621,607
XVI	Earnings per equity share of Rs 10/- each i ) Basic ii )Diluted Other Notes to Financial statements		1.60 1.60	2.92 0.62

Note : ¹¹ to ¹⁸ Form part of this statement of Profit/ Loss

Date: 30 / 5 / 2019

K.V. RAMANASHETTY -	Chairman	-sd	Vide our report of even date attached R. RAMALINGAM & ASSOCIATES For Chartered Accountants Regn No. 0106165
ATUL GUPTA
S. VENKATARAMANI	Directors	-sd	-sd R. Ramalingam Partner M.NO. 027154
P. J. GEORGE
_ NIRMAL CARIAPPA
SURESH VAIDYANATHAN	CEO&CFO	-sd	-sd Sumit Mundhra Company Secretary
Place : Chennai - 600 006

FINANCIAL STATEMENTS:

NOTES

	AMOUNT	at31.3.2018 As	286,427,121	6,287,696	292,714,817	260,423	220,221	-	293,195,461	298,294,509
	CARRYING NET	at31.3.2019 As	.00 286,427,121	6,287,696.00	292,714,817.00	140,943.00	87,673.00	-	292,943,433.00	293,195,461.00
STATEMENTS:		31.03.2019 Upto	-	-	-	744,108.00	700,110.00	572,150.00	2,016,368.00	1,764,340.00
FINANCIAL	DEPRECIATION RELATED	year the for	-	-	-	119,480.00	132,548.00	-	252,028.00	99,048.00
ACCOMPANYING		31.3.2018 Upto	-	-	-	624,628.00	567,562.00	572,150.00	1,764,340.00	1,665,292.00
NOTES EQUIPMENTS: AND	and amount at01.04.2018 at31.03.2019 as as carrying cost at Gross		286,427,121.00	6,287,696.00	292,714,817.00	885,051.00	787,783.00	572,150.00	.00 294,959,801	294,959,801.00
PLANT PROPERTY	DescriptiohAssets		land (a) Agricultural	expenses (b) Agricultural development		Equipments and Plant	fixtures and Furniture	Computers	Total	31.03.2018 YEAR PREVIOUS
Note°1	S.No.		1			2	3	5

Note : There were no addtion Sales/ disposal of any fixed assets during the year.

Note NO-	Particulars	31.03.2019 Rs.	31.03.2018 Rs.
2 (A)	INVESTMENTS - -CURRENT NON at Cost (FIXED) in Partnership Firms Share Capital
	MESSRS . TU LIVE ESTATE a) MESSRS . TULIVE BUILDERS b)	700,000.00 1,500,000.00	700,000 1,500,000
		2,200,000.00	2,200,000
	NOTE REGARDING PARTICULARS OF FIRMS (A) MESSRS TULIVE ESTATE : of the firm (i) Total Capital	1,000,000.00	1,000,000
	Profit/ (ii) Particulars of Partners and shares of Loss (a) Tulive Developers Ltd. (b) RKBhansali (representing RKB Estate)	70% 30%	70% 30%
(B)	MESSRS TULIVE BUILDERS : of the firm (i) Total Capital	2,000,000.00	2,000,000
	Profit/ (ii) Particulars of Partners and share of Loss (a) Tulive Developers Ltd (b) RKBhansali (representing RKB Estate)	75% 25%	75% 25%

NOTES ACCOMPANYING FINANCIAL STATEMENTS :

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INVESTMENTS CURRENT No.3 Note	31.03.2019		31.03.2018
particulars and Investment of Description	units of No	Rs. Cost	units of No	Rs. Cost
INVESTMENT: RE DIVIDEND -DAILY FUND LIQUID RELIANCE
/01.04.2017 01.04.2018 at as Balance 1.	-
year the during Investments	0 166,943.41	186,000,000.00	429475.385	478,500,000.00
Dividends daily of Re—investments Add	8,336.767	9,288,408.08	12117.189	13,500,366.35
TOTAL	175,280.177	195,288,408.08	441,592,574	492,000,366.35
year the during Redemptions Less	175,280.177	195,288,408.08	441592.574	492,000,366.35
/ 31.03.2018 .03.2019 31 at as Balance	NIL	NIL	NlL	NIL
no made were were there funds hence and Mutual rate the in same the at Investments : The granted Note	account rate@ on /loss uniform the profit at	unit per ofredemptions. Rs.1114.15	were Dividends and

granted

ofredemptions.

NOTES ACCOMPANYING FINANCIAL STATEMENTS :

"Ole N0.	Particulars	31.03.2019 Rs	31.03.2018 RS
4.	TRADE RECEIVABLES : Unsecured- considered good (a) Outstanding for a period exceeding six
	month from the due date (b) Other debts	1,900,000.00 300,000.00	1,300,000 300,000
5.	CASH AND CASH EQUIVALENTS : Banks - (a) Balances with in current accounts (b) Cash balance on hand	2,200,000.00 191,844,841.28 -	1,600,000 186,194,448 -
		191 ,844,841 .28	186,194,448
6.	OTHER CURRENT ASSETS: Unsecured -Considered good firms in which (a) Due by the Company is a partner Balances in Current Accounts (i) M/s Tulive Estate (ii) M/S Tulive Builders	157,233,000.34 31 ,125,932.95 188,358,933.29	159,430,093 31,232,072 190,662,165
	(b) Other items tax adjusted from tax Refunds by the Disputed Income Tax Departments	3,453,040.00	3,453,040
	(c) Prepaid Expenses	874,998.00 192,686,971.29	194,115,205
7.	Authorised and par value per share issued and paid up share Capital :
	a) Authorised share Capital shares for Rs 10/ each 50,00,000 Equity	50,000,000.00	50,000,000
	b) Issued Subscribed and Fully paid 2634375/ Shares of Rs 10/- each Equity	26,343,750.00	26,343,750
	Note : Number of Shares outstanding at the beginning (i) and at the end of the year. There is No holding holding any of the (ii) Company issued shares. There are NO restrictions attached to Equity (iii) Shares on distribution of dividend and voting Rights Shares held in the Company by each share (c) holder holding more than 5% of shares issued.	NIL	NIL

Note No.	of Share holders Name	31.03.2019 31.03.2018 No of No of Shares Shares °/o		%
	1. Sri K .V. Ramana Shetty	981227	37.25	981227	37.25
	2. Sri Atul Gupta	981761	37.27	981761	37.27
	(iv) The Company bought back 8,50,000 Equity Shares Rs.10/-each at Rs.260 per share during financial year 31.03.2018 in ended accordance with provisions of Section 68 of Act 2013 and clauses 108 of the Article Companies of Association of with the Company complying Statutory Regulations
8.	OTHER EQUITY : Reserves and Surplus
	a. GENERAL RESERVE: Balance as per last balance sheet Transfer to Buy Back Shares Less:		- -	66,989,257 66,989,257
			NIL		NIL
	Account in Profit and Loss b. Surplus Balance as per Last Balance Sheet Back of Less: Transfer to Buy Shares		650,769,764.12 -	784,658,900 145,510,743
			650,769,764.12	639,148,157
	Statement for the year Add: Surplus in Profit & Loss Balance as at 31 .03.2019 / 31.03.2018		4,214,301.45 654,984,065.57	11,621,607 650,769,764
9.	TRADE PAYABLES: (a)Dues t0 MICRO, SMALL & MEDIUM ENTERPRISES (b)Other Creditors		- 409,660.00	- 75,600
		409,660.00			75,600
10.	OTHER CURRENT LIABILITIES: Other payables :
	Statutory liabilities		28,770.00		7,000
11.	SHORT PROVISIONS: TERM Provision for Taxation		109,000.00	109,000
12.	REVENUE FROM OPERATIONS: Licence fees Agricultural		600,000.00	600,000

Note NO-	Particulars	31.03.2019 Rs.	31.03.2018 Rs.
13.	OTHER INCOME: (a)Share of Loss/Profit from firms
	Tulive Builder (i) Messrs . (ii) Messrs. Tulive Estate	(181,138.92) (2,197,092.71)	3,068,760 (370,652)
	(b) From Current Investments Dividends from Mutual Fund by Income Dept. Interest granted	(2,378,231.63) 9,288,408.08	2,698,108 13,500,366 351,143
		6,910,176.45	16,549,617
14.	EMPLOYEE BENEFIT EXPENSES: Salaries	258,000.00	192,000
15.	DEPRECIATION:
	(i) Plant and Equipment	119,480.00	45,972
	(ii) Furniture and Fixtures	132,548.00	24,468
	(ii) Computers		28,608
16.	OTHER EXPENSES:	252,028.00	99,048
	Professional fees Auditors' remuneration	1,309,515.00	574,049
	For Audit	60,000.00	60,000
	For Certification of Cash Flow Statement	10,000.00	10,000
	Travelling and conveyance	56,457.00	118,792
	Rates and taxes	679,557.00	437,228
	Printing and Stationery	67,278.00	53,356
	Advertisement	96,269.00	74,875
	Directors' sitting fees	125,000.00	125,000
	Communication expenses General expenses	10,000.00 371,771.00	10,000 375,164
		2,785,847.00	1,838,464
17.	EXTRA ORDINARY ITEMS : Back of (Expenses incurred for Buy Equity Shares
	Rs.10/- each at Rs,260/- per share) during
	Financial Year 31.03.2018	-
	Professional Fees -BSE and SEBI	-	2,010,500
	Fees paid statutory Authority Travelling and Conveyance	-	1,462,550
	Expenses Communication Expenses	-	130,206 33,870
	Advertisement	-	194,186
	Rates and Taxes	-	695,055
	Re—Imbursement of Expenses to Consultants	-	24,161
		-	4,550,528

TULIVE DEVELOPERS LIMITED, MUMBAI — 400 009. CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

		(Rupees in Lakhs)
	Particulars	31-3-2019	30-3-2018
		Rs.	Rs.
A.	CASH FLOW FROM OPERATING ACTIVITIES : Profit for Net the year after taxation for Adjustments depreciation for provision for taxation Adjustments Net Income from Non -Current Investment Net Income from Current Investment by Income tax Department Interest granted Tax Refunds	42.14 2.52 - 23.78 (92.88) - -	116.22 1.09 0.99 (26.98) (135.00) (3.51) (12.73)
		(24.44)	(59.92)
B.	WORKING CAPITAL CHANGES : ADJUSTMENT FOR in trade payables Increase Increase in other payables in trade receivable Increase other current assets Decrease in Tax Refunds and Interest Granted	3.34 0.22 (6.00) 14.28 -	0.02 - (6.00) 217.78 16.23
		1 1.84	228.03
c.	FLOW ACTIVITIES: CASH FROM INVESTING Income from Investments (i) Non - Current Investment (Net) (ii) Current Investments	(23.78) 92.88 69.10	26.98 135.00 161.98
FINANCING FLOW FROM ACTIVITIES D. CASH BUY BACK OF SHARES : (i) Decrease in paid up Shares Capital (Equity) (ii) Decrease in Reserves & Surplus		- -	85.00 2,128.00
		-	2,213.00
E.	DECREASE IN CASH AND CASH EQUIVALENTS :	56.50	1,879.91
	Equivalents as at 01.04.2018 and Cash Opening Cash Equivalents as at 31.03.2019 and Cash Cash Closing	1,861.94 1,918.44	3,741.85 1,861.94
K.V. RAMANASHETTY Chairman -sd For - ATUL GUPTA		Vide our report R. RAMALINGAM 8: ASSOCIATES Chartered Accountants Regn No. 0106168	of even date attached
	S. VENKATARAMANI Directors -sd P. I. GEORGE _ NIRMAL CARIAPPA	-sd R. Ramalingam Partner M.NO. 027154
		-sd

SURESH VAIDYANATHAN CEO&CFO -sd-

Place : Chennai - 600 006 Date: 30/5/2019

Sumit Mundhra Company Secretary

TULIVE DEVELOPERS LIMLTED MUMBAI - 400 009. NOTES ACCOMPANYING FINANCIAL STATEMENTS.

NOTE NO.18 -OTHER ITEMS :

A SIGNIFICANT ACCOUNTING POLICIES:

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS :

The Financial Statements have been prepared to comply with in all material aspects, the Generally Accepted Accounting Principles (GAAP) underthe historical cost convention, on an accrual basis and in line with the Accounting Standards as prescribed under Section 133 of the Companies Act 2013 read with Rule ⁷ of the Companies (Accounts) Rules 2014, the provisions of the Companies Act 201 ³ to the extent notified and guidelines issued by Securities and Exchange Board of India ( SEBI ) .The disclosures and other requirements under MICRO SMALL MEDIUM ENTERPRISES DEVELOPMENT Act 2006 have been duly considered.

USE OF ESTIMATES:

The preparation of Financial Statements requires the Management to make estimates of Assets and Liabilities and disclosures relating to contingent liabilities as at the date of the Financial Statements and the reported amounts of income and expenses and required provision has been made duringthe year.

REVENUE RECOGNITION :

Licence Fee for agricultural lands is accounted on accrual basis.
Income from Long term Investments viz in Partnership Firms .Share of Profit/Loss is accounted as per the provisional accounts of the Respective firms subject to audit.
(iii) Dividend income from Investments in Mutual Funds (Current Investments) are duly accounted for when the rightto receive the dividend is established especially inthe case of reinvestmentofdaily dividends.

4. EXPENDITURE:

Expenses are duly accounted for on accrual basis and provision is made for all losses and accepted liabilities

5. FIXED PROPERTY PLANT AND EQUIPMENTS :

(a) FIXED ASSETS:

Property, plant and equipments etc are stated at carrying cost less accumulated depreciation carried . Cost of fixed assets includes all expenses incurred including agricultural development expenses to bring the assets to its location and for commencement of operational use.

(b) DEPRECIATION:

Depreciation on Property plant and Equipments other than free hold and agricultural Lands is charged under Written Down Value Method taking into consideration useful lives of respective assets in accordance with the requirements as per Schedule II (Section 123) of the Companies Act 2013 and in accordance with Notification No GSR 237 (E) dated 31.03.2014

(C) IMPAIRMENT OF ASSETS:

Consideration is given at every Balance Sheet date to determine as to whether there is any impairment of the carrying cost of assets. Impairment Loss is recognized as an when required

INVESTMENTS:

Non -Current Investments are stated at cost , Provision for diminution in Cost Value is made to recognise ^a permanent decline in value of long term investments and is determined separately in respect of each and every individual investment. Share of Profit/ Loss from investments in Partnership firms are accounted as perthe statement ofAccounts received from respective firm.

7. INVENTORIES:

(a) Inventories are valued at lower of cost or net realizable value , cost being ascertained on the following basis:
Stores, spares and materials on weighted average cost basis.
Work —in-progress at cost including applicable overhead expenses
Traded goods at lower of cost or net realisable value.
Other/ Non-moving inventories are provided for to the extent of requirements and are disclosed at lower of net realizable value/cost

RETIREMENT BENEFITS TO EMPLOYEES:

Employee benefits in accordance with the relevant Statutory requirements viz., Provident Fund, Gratuity, leave encashment will be provided for and duly accounted as and when the Company becomes liable underthe respective Enactment Statutes.

TAX ON INCOME & DEFERED TAX:

Current tax is determined on the basis of taxable income for the financial year and deferred Liability tax is recognized for all timing differences of depreciation charged as per Companies Act and admissible under Income Tax Act.

10. CASH FLOW STATEMENT:

Cash flow is reported using the indirect method whereby NET PROFIT aftertax is adjusted forthe effective transactions of ^a non cash nature and any. deferrals or accruals of present or future operating cash, receipts, or payments the cash flow from regular revenue generating , investment and financing activities of the Company are segregated.

11. EARNINGS PER SHARE:

In determining earnings per share, the Company considers the Net Profit afterTax and includes the post tax effect on extra ordinary items if any The number of shares used in computing basic and diluted equity shares is the weighted average number of shares outstanding during the year/period and proportionate profit.

12. PROVISIONS AND CONTINGENT LIABILITIES:

The Company creates required provision when there is ^a present obligation as ^a result of transactions that require outflow of finance and reliable reasonable estimates are made of the amount of transactions. A disclosure for contingent Liability is made when there is ^a possible obligation or ^a present obligation that may but probably will NOT require an outflow of Finance.

NOTE NO. 18 B

B OTHER ITEMS:

		31.3.2019	31.3.2018
	Estimated amount of to be	Rs	Rs
(1)	contracts remaining for executed on Capital Accounts and not provided	NIL	NIL
	Contingent liabilities	NIL	NIL
	for Disputed Income Tax demands not provided pending of (Appeal ) Mumbai before Commissioner Income Tax	on appeals
	(a) Income tax Assessment Year 2013-2014(31.03.2013)	15,95,380	15,95,380
	The Assessing against the disputed has adjusted Authority refunds aggregating to Rs.34,57,040/- relating to subsequent	demands from subsequent assessment years	:
	did not carry manufacturing or The Company on any during the year. trading activity
	Imports of raw materials, stores and spares and Capital goods involving Foreign Exchange	NIL	NIL
	currency during the financial year Expenditure in foreign on account of know how, Professional and Royalty , Consult fees, Interest and other matter	NIL	NIL
(7)	Total Value of of all raw materials spare parts and indigenous components Consumed during the year	NIL	NIL
(8)	on accounts of dividends Remittance in Foreign Exchange	NIL	NIL
(9)	Earnings in Foreign Exchange during year	NIL	NIL

BUY BACK OF SHARES :

(10) The Company Bought back 8,50, 000 Equity shares of Rs.10/- each at Rs.260/- per share in accordance with Clause 108 of the Articles of Association of the Company and Section 68,69,70 of the Companies Act 201 ³ and as per Resolutions passed at the Meeting of the Board of Director of the Company held on 27.10.2017 The payments to members accepting Buy Back were made on 08.02.2018 through the Escrow Account opened with ICICI Bank Ltd duly complying with SEBI Buy Back Regulations.
(11) (1) There were no transactions with any related party during the year.

12 Current Accounts Interest Free Balances with Firms in which the company is ^a partner

Messrs : TULIVE ESTATE (i)	31.03.2019	31.03.2018
	Rs.	Rs.
Balance as at 01.04.2018	15,94,30,093.05	18,26,11,333.37
received during Less : Payments year		2,62,50,000.00
	15,94,30,093.05	15,63,61,333.37
Less/Add: Share of Loss/ Profit for the year	(21 ,97,092.71)	(30,68,789.68)
Balance as at 31.03.2019	15,72,33,000.34	15,94,30,123.05
(ii)Messrs : TULIVE BUILDERS
Balance as at 01.04.2018	3,12,32,071.87	3,09,27,724.25
Received during Less : Payment year
	3,12,32,071.87	3,09,27,724.25
Add: Payment made during the year	75,000.00	6,75,000.00
	3,13,07,071.87	3,16,02,724.25
Less:75 °/o of Share of Loss /Profit for the year	181138.92	-370652.38
Balance as at 31.03.2019	3,11,25,932.95	3,12,32,071.87
Total Current Account Balances with firms	18,83,58,933.29	19,06,62,164.92

Total

13. REMUNERATION TO DIRECTORS:

The Company did NOT pay any remuneration to any directors except sitting fees as detailed below:

Name of Directors
1. Sri.	K.V. Ramana Shetty
2. Sri.	Atul Gupta
3. Sri.	S. Venkatramani
4. Sri.	P.J. George
5. Smt.	Nirmal Cariappa

Rs.	Rs.
25,000	25,000
25,000	25,000
25,000	25,000
25,000	25,000
25,000	25,000
1,25,000	1,25,000

14. PROVISION FOR TAXATION:

Provision for Taxation has been made ascertaining taxable income excluding the following Incomes exempt Under Section 10 of Income TaxAct 1961,

(i) Agricultural License Fee.
(ii) Share Income from Partnership Firms.
(iii) Dividends from Mutual Funds.
1. Confirmation of Balances as at 31.3.2019 have NOT been received from certain parties/persons in response to letters seeking confirmation of balances.
1. Figures for the previous year have been regrouped and reclassified wherever required to conform to the classification/Grouping forthe current financial year.

K.V. RAMANASHETTY	Chairman -sd-	Vide our report of even date attached R. RAMALINGAM & ASSOCIATES For Chartered Accountants Regn No. 0106165
- ATUL GUPTA
s. VENKATARAMANI	_	-sd- R. Ramalingam Partner
P. I. GEORGE	Directors -sd-	M.NO. 027154
_ NIRMAL CARIAPPA
SURESH VAIDYANATHAN	CEO&CFO -sd	-sd Sumit Mundhra Company Secretary
Place : Chennai - 600 006 Date: 30/5/2019

FORM MGT—1 ¹

Mumbai —

PROXY FORM

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

CIN: L99999MH1962PLC012549 Name of the Company: TULIVE DEVELOPERS LIMITED Registered office: 21/22, Loha Bhavan, P. D. Mello Road, Mumbai — 400009.

Name of the member(s):
Registered Address:
Email Id:
Folio No/Client Id:
DP lD:
of of INVe, being the Member (5) shares TU LIVE DEVELOPERS LIMITED (the above named Company), hereby appoint
1. Name:
Address:
E-mail Id:
Signature: or failing him ,
2. Name:
Address:
E-mail Id:
Signature: or failing him ,
3. Name:
Address:
E-mail Id:
Signature: ,
proxy to attend and vote (on for me/us and on my/our behalf at the 57th annual general a poll) as my/our
meeting ofthe Company, to be held on 27th day, P.D.Mello Road, September 201 9 at No.21/22, Loha Bhavan,

400009 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Ordinary Business:

1. To receive, consider, approve and adopt the audited financial statements of the Company for the financial year ended March 31, 201 9 together with the reports ofthe directors and auditors thereon;
1. To appoint ^a director in place of Mr. Atul Gupta (DlN: 01608328) who retires by rotation and being eligible offers himselffor reappointment
1. To ratify appointment of existing auditors M/s ^R Ramalingam & Associates, Chartered Accountants, who were appointed to hold office from the conclusion of the 55th annual general meeting upto the conclusion of the 60th annual general meeting of the Company and to authorise the Board of Directors to fixtheir remuneration.

Special Business:

1. To authorize Mr ^S Venkataramani to continue as non-executive director
1. To authorize Mr P] George to continue as non-executive director
1. To re—appoint Mr. ^S Venkataramani (Dl N:00053043) as an Independent Director
1. To re—appoint Mr. P.J. George (DIN:02614455) as an Independent Director

Signed this.....................................................day of..........................2019. Affix Revenue Stamp

Signature of Shareholder

Signature of Proxy holder(s)

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

TULWE DEVElOPERS lIMITED, MUMBAI — 400 009'

Rome Map for the venue of me 57m annual general meeting of Tulive Developers Limited to be held at No. 21/22, Loha Bhavan, P.D. Mel In Road, Mumbai 7 400009 on 27th Seplember 2019, Friday at 10.00 A4M.

FROM CHURCHGATE STATION TO LOHA BHAVAN, RD. MELLO ROAD:

AI assistant

Tulive Developers Limited — Annual Report 2019

63768_rns_2019-09-03_40a99194-33db-480e-bffc-b2c2f9894f40.pdf

Annual Report 2018 - 2019

Board of Directors

CEO & CFO

Auditors

Secretarial Auditor

Internal Auditors

Bankers

Registered Office

Corporate & Admin. Office

Registrar and Share Transfer Agents

TULIVE DEVELOPERS LIMITED REGD OFFICE 21/22 "LOHA BHAVAN" PD MELLO ROAD, MUMBAI-400009. CORPORATE OFFICE: NO.5. SUBBARAO AVENUE, 1ST STREET. CHENNAI-600006. Email: [email protected] Website: www.tu1ivedeve10pers.com Tel: 044 —28230222

CIN: L99999MH 1 962PLC01 2549

NOTICE of 57thANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE FIFTY SEVENTH (57TH) ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY WILL BE HELD ON 27TH SEPTEMBER 2019, FRIDAY AT 10.00 AM AT NO.21/22, LOHA BHAVAN, P.D.MELLO ROAD, MUMBAI — 400009 TO TRANSACT THE FOLLOWING BUSINESS:-

AS ORDINARY BUSINESS:

AS SPECIAL BUSINESS:

Item No. 4:To authorize Mr S Venkataramani to continue as non-executive director:

Item No. 5: To authorize Mr P I George to continue as non-executive director:

Item No.6: To re-appoint Mr. S Venkataramani (DIN:00053043) as an Independent Director

Item No.7: To re-appoint Mr. P. I. George (DIN:02614455) as an Independent Director

Notes:

THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:-

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.4:

Item No.5:

Item No. 6

Item No. 7

TULIVE DEVELOPERS LIMITED — MUMBAI 400009 DIRECTORS REPORT

TO,

1. FINANCIAL RESULTS:

2. SHARE CAPITAL:

3. INVESTMENTS:

4. AGRICULTURAL DEVELOPMENTS AND INCOME:

5. MATERIAL CHANGES AND COMMITMENTS/ EVENTS SUBESQUENT TO THE DATE OF FINANCIAL STATEMENTS:

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

7. DIVIDEND:

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

9. TRANSFER TO RESERVES:

10. TRANSFER TO IEPF:

11. DEPOSITS:

12. EMPLOYEES STOCK OPTION SCHEME:

13. UNSECURED LOANS:

14. RELATED PARTY TRANSACTIONS:

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

Loans:

Guarantees:

Investments:

16. BOARD MEETINGS:

(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(B) IN DEPEN DENT DIRECTORS:

(C) DETAILS OF REMUNERATION TO DIRECTORS:

(D) RETIRING DIRECTORS:

(E) BOARD COMMITTEES:

POLICY RELATING TO DIRECTORS:

REMUNERATION POLICY:

(F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION:

(G) VIGIL MECHANISM:

(H) RECOMMEN DATION OF AUDIT COMMITTEE:

(I)BOARD EVALUATION:

17. DIRECTORS ' RESPONSIBILITY STATEMENT:

18. LISTING:

19. AUDITORS:

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

21 .PARTICULARS OF EMPLOYEES:

22. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE TO BE REPORTED TO THE CENTRAL GOVERNMENT:

25. RISK MANAGEMENT:

26. ANNUAL RETURN:

27. REPORT ON CORPORATE GOVERNANCE:

28. CORPORATE SOCIAL RESPONSIBILITY:

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

30. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

31 .MAINTENANCE OF COST RECORDS:

32. SECRETARIAL STAN DARDS:

33. ACKNOWLEDGMENT:

DATE : 14th August 2019 K.V. RAMANA SHETTY

Tulive Developers Limited Annual Report 2019

CIN: L99999MH ¹ 962PLC01 2549

Item No. 4:To authorize Mr ^S Venkataramani to continue as non-executive director:

Item No. 5: To authorize Mr ^P I George to continue as non-executive director:

Item No.6: To re-appoint Mr. ^S Venkataramani (DIN:00053043) as an Independent Director

15. ADOPTION OF DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART ^E OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015: