TAVERNIER RESOURCES LIMITED

Transcription

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2 TAVERNIER RESOURCES LIMITED 20 ANNUAL REPORT

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4 20 ANNUAL REPORT TAVERNIER RESOURCES LIMITED CONTENTS Sr. No. PARTICULARS PAGE No. 1. Corporate Information 3 2. Notice of Annual General Meeting 4 3. Directors' Report Management Discussion & Analysis Report Report on Corporate Governance Auditors' Report Balance Sheet Statement of Profit & Loss Account Cash Flow Statement Significant Accounting Policies and Notes to Financial Statements 36

5 CORPORATE INFORMATION TAVERNIER RESOURCES LIMITED BOARD OF DIRECTORS Mr. Sudhir Milapchand Naheta Mrs. Rajkumari Sudhir Naheta Mrs. Aditi Aditya Dugar Mr. Sanjay Gajanan Pilankar Mr. Pradeepkumar Jayantikumar Jhaveri Mr. Shashi Krishna Balsekar Managing Director Director Director Director Director Director Company Secretary Mr. Rahul Shinde* *(Appointed w.e.f. 4 Augu, 2014) STATUTORY AUDITORS M/s. Haren Sanghvi & Associates Chartered Accountants. Firm Regiration No W BANKERS HDFC Bank, Nariman Point, Mumbai. IndusInd Bank, Nariman Point, Mumbai. REGISTERED OFFICE 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai Tel.: / Fax: [email protected], [email protected] REGISTRAR & SHARE TRANSFER AGENTS Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (We), Mumbai Tel.: Exnt Fax : Website : 3

6 NOTICE Notice is hereby given at e Twentie Annual General Meeting of e Members of M/s. Tavernier Resources Limited will be held at 1 Floor, Centre - 1 Building, World Trade Centre, Half Centrum Hall, WTC Complex, Cuffe Parade, Mumbai on Monday, 29 September, 2014, at a.m. to transact e following businesses: ORDINARY BUSINESS: 1) To consider and adopt e Audited Financial Statements of e Company for e year ended 31 March, 2014 togeer wi e Report of e Board of Directors and Auditors ereon. 2) To appoint a Director in place of Mrs. Rajkumari Sudhir Naheta (DIN: ), who retires by rotation and, being eligible, offers herself for re-appointment. 3) To appoint M/s. Haren Sanghvi & Associates, Chartered Accountants as Statutory Auditors and to fix eir remuneration, and in is regard to consider and, if ought fit, to pass, wi or wiout modifications, e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 139 and oer applicable provisions, if any, of e Companies Act, 2013 and Rules framed ereunder (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) M/s. Haren Sanghvi & Associates, Chartered Accountants (Firm Regiration No W) be and are hereby appointed as Statutory Auditors of e Company to hold office from e conclusion of is Annual General Meeting ( AGM ) till e conclusion of e next AGM, and at such remuneration as shall be fixed by e Board of Directors of e Company. SPECIAL BUSINESS: TAVERNIER RESOURCES LIMITED 4) To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED at pursuant to e provisions of Sections 149, 152 and oer applicable provisions, if any, of e Companies Act, 2013 ( Act ) and Rules framed ereunder, read wi Schedule IV to e Act (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) and Clause 49 of e Liing Agreement, Mr. Sanjay Gajanan Pilankar (DIN: ), who was appointed as a Director liable to retire by rotation and in respect of whom e Company has received a notice in writing under Section 160 of e Act, from a Member, proposing his candidature for e office of Director and who has submitted a declaration at he meets e criteria for independence as provided in Section 149(6) of e Act be and is hereby appointed as an Independent Director of e Company to hold office for a term of 5 (five) consecutive years upto 31 March, ) To consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED at pursuant to e provisions of Sections 149, 152 and oer applicable provisions, if any, of e Companies Act, 2013 ( Act ) and Rules framed ereunder, read wi Schedule IV to e Act (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) and Clause 49 of e Liing Agreement, Mr. Pradeepkumar Jayantikumar Jhaveri (DIN: ), who was appointed as a Director liable to retire by rotation and in respect of whom e Company has received a notice in writing under Section 160 of e Act, from a Member, proposing his candidature for e office of Director and who has submitted a declaration at he meets e criteria for independence as provided in Section 149(6) of e Act be and is hereby appointed as an Independent Director of e Company to hold office for a term of 5 (five) consecutive years upto 31 March,

7 TAVERNIER RESOURCES LIMITED 6) To consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED at pursuant to e provisions of Sections 149, 152 and oer applicable provisions, if any, of e Companies Act, 2013 ( Act ) and Rules framed ereunder, read wi Schedule IV to e Act (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) and Clause 49 of e Liing Agreement, Mr. Shashi Krishna Balsekar (DIN: ), who was appointed as a Director liable to retire by rotation and in respect of whom e Company has received a notice in writing under Section 160 of e Act, from a Member, proposing his candidature for e office of Director and who has submitted a declaration at he meets e criteria for independence as provided in Section 149(6) of e Act be and is hereby appointed as an Independent Director of e Company to hold office for a term of 5 (five) consecutive years upto 31 March, ) To re-appoint Mr. Sudhir M. Naheta (DIN: ) as Managing Director and in is regard to consider and if ought fit, to pass, wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT in accordance wi e provisions of Sections 196 and 203 and all oer applicable provisions of e Companies Act, 2013, and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force), consent of e Members be and is hereby accorded to e re-appointment of Mr. Sudhir M. Naheta (DIN: rd ) as Managing Director of e Company, for a period of 5 (Five) years wi effect from 3 March, RESOLVED FURTHER THAT at e reque of Mr. Sudhir M. Naheta, at he will not draw any remuneration during his tenure as Managing Director, he is being appointed as Managing Director wiout any remuneration and on terms and conditions as set out in e Explanatory atement annexed to is Notice. RESOLVED FURTHER THAT any of e Board of Directors be and are hereby severally auorised to do all acts and take all such eps as may be necessary, proper or expedient to give effect to is Resolution. By Order of e Board of Directors Sd/- Place : Mumbai Sudhir M. Naheta Date : 27 Augu, 2014 Managing Director Regiered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] website: http// 5

8 TAVERNIER RESOURCES LIMITED NOTES: 1. A Member entitled to attend and vote at e Annual General Meeting is entitled to appoint a proxy to attend and vote inead of himself/herself and e proxy need not be a Member of e Company. The inrument appointing e proxy, in order to be effective, should be deposited at e Company's Regiered Office, duly completed and signed, not less an FORTY-EIGHT HOURS before e time for holding e Annual General Meeting. Pursuant to e provisions of Section 105 of e Companies Act, 2013, a person can act as proxy on behalf of Members not exceeding fifty (50) and holding in aggregate not more an ten percent of e total share capital of e Company. In case a proxy is proposed to be appointed by a Member holding more an ten percent of e total share capital of e Company, en such proxy shall not act as a proxy for any oer person or Member. 2. Corporate Members intending to send eir auorised representative(s) to attend e Annual General Meeting are requeed to send a certified copy of e Board Resolution auorizing eir representative to attend and vote on eir behalf at e Annual General Meeting. 3. An Explanatory Statement pursuant to Section 102 of e Companies Act, 2013, relating to e businesses set out in e Notice, wherever applicable, is annexed hereto. 4. Wi effect from 1 April, 2014 provisions of Section 149 of e Companies Act, 2013 has been brought into force. In terms of e said Section read wi Section 152(6) of e Act, e provisions of retirement by rotation are not applicable to Independent Directors. nd 5. The Regier of Members and e Share Transfer Books of e Company will remain closed from 22 September, 2014 to 29 September, 2014 (bo days inclusive) for e purpose of Annual General Meeting. 6. Members who hold shares in electronic form are requeed to write eir Client ID and DP ID numbers and ose who hold shares in physical form are requeed to write eir folio numbers in e attendance slip for attending e Meeting to facilitate identification of Membership at e Annual General Meeting. 7. Member(s)/Proxy(ies) attending e Meeting should bring eir copy of e Annual Report to e Meeting along wi e duly filled in Attendance Sheet. 8. Members are requeed to notify immediately any change in eir residence and address to e Regirar & Share Tranfer Agents for receiving all communications including Annual Report, Notices, Circulars etc, from e Company electronically. 9. Members are informed at in case of joint holder(s) attending e Meeting, only such joint holder(s), who is higher in e order of name(s) will be entitled to vote. 10. Members desiring to submit mandates, to lodge transfer deed for shares are requeed to forward e same so as to reach e Company's Regirars, M/s. Link Intime India Private Limited, C- 13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (We), Mumbai on or before 20 September, The Company will not be in position to act upon any documents, which is incomplete or received after 20 September, In case of physical shares, e inrument of Share Transfer complete in all respect should be sent so as to reach at e office of Regirar & Share Tranfer Agents prior to closure of e Regier of Members as ated above. 12. In compliance wi e provisions of Section 108 of e Companies Act, 2013 read wi Rule 20 of Companies (Management and Adminiration) Rules, 2014, e Company is pleased to offer E-voting facility as an alternative mode of voting which will enable e Members to ca eir votes electronically at e Annual General Meeting. Necessary arrangements have been made by e Company wi Central Depository Services (India) Limited ( CDSL ) to facilitate e-voting. 6

9 TAVERNIER RESOURCES LIMITED E-voting is optional and Members shall have e option to vote eier rough E-voting or in person at e Annual General Meeting. Members opting for E-voting, cannot vote in physical mode at e Annual General Meeting. In case e Member cas his votes rough bo e processes i.e E- voting and physical ballot form, e votes in e electronic syem would be considered and e ballot form would be ignored. nd E-voting period shall commence from 22 September, 2014 at 9.00 a.m and shall end on 24 September, 2014 at 6.00 p.m. The E-voting module shall be disabled for voting by CDSL ereafter. During e E-voting period Members of e Company, holding shares in physical form or in dematerialized form as on e cut-off date (Record Date) 25 Augu, 2014 may ca eir vote electronically. Once e vote is ca by e Member on a resolution, e Member shall not be allowed to change it subsequently. The process and inructions for e-voting are as under: i) Log on to e e-voting website during e voting period. ii) iii) iv) Click on Shareholders to ca your votes. Now, select TAVERNIER RESOURCES LIMITED from e drop down menu and click on SUBMIT. Now enter your 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 regiered wi e Company. v) Next enter e Image Verification as displayed and click on Login. vi) vii) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any Company, en your exiing password is to be used. If you are a fir time user en follow e eps given below: For Members holding shares in demat form and physical form PAN DOB Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bo demat shareholders and physical shareholders) *Members who have not updated PAN wi e Company/Depository Participant are requeed to use e fir two letters of eir name and e la eight digit of e demat account/ folio number in e PAN field. In case e folio number is less an eight digits, enter e applicable number of 0's before e number after e fir two characters of e name in CAPITAL letters. Eg. If your name is Ramesh Kumar wi Folio number 100 en enter RA in e PAN field. Enter e Date of Bir as recorded in your demat account or in e Company records for e said demat account or folio in dd/mm/yyyy format. viii) After entering ese details appropriately, click on SUBMIT tab. ix) Members holding shares in physical form will en reach directly e EVSN selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer Company on which ey are eligible to 7

10 TAVERNIER RESOURCES LIMITED vote, provided at e Company opts for e- voting rough CDSL Platform. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. x) For Members holding shares in physical form, e details can be used only for e- voting on e Resolutions contained in is Notice. xi) Click on e EVSN of TAVERNIER RESOURCES LIMITED on which you choose to vote. xii) On e voting page, you will see Resolution description and again e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and Option NO implies at you dissent to e Resolution. xiii) Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. xiv) After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK'', else to change your vote, click on CANCEL and accordingly modify your vote. xv) Once you 'CONFIRM' your vote on e resolution, you will not be allowed to modify your vote. xvi) You can also take out print on e voting done by you by clicking on Click here to print option on e voting page. xvii) If demat account holder has forgotten e changed password en enter e User Id and e image verification code and click on forgot password and enter e details as prompted by e syem. xviii)note for Initutional Shareholders a. Initutional Shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to log on to and regier emselves as Corporates. b. A scanned copy of e Regiration Form bearing e amp and sign of e entity should be ed to [email protected]. c. After receiving e login details ey have to create a Corporate user who would be able to link e account(s) for which ey wish to vote on. d. The li of accounts should be mailed to [email protected] and on approval of e accounts ey would be able to ca eir vote. e. A scanned copy of e Board Resolution and e Power of attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF/JPG format in e syem for e scrutinizer to verify e same. xix) In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Queions ( FAQs ) and e-voting manual available at under help section or write an to [email protected]. xx) In case of Members receiving e physical copy, please follow all eps from sl. No. (i) to sl. No. (xix) above to ca vote. xxi) The voting rights of e shareholders shall be in proportion to eir shares of e paid-up equity share capital of e Company as on e cut-off date (record) date of 25 Augu, xxii) A copy of is Notice has been placed on e website of e Company and e website of CDSL. xxiii) The Company has appointed S K Jain & Co., Practicing Company Secretaries as e Scrutinizer for conducting e e-voting process in fair and transparent manner. 8

11 TAVERNIER RESOURCES LIMITED xxiv) The Scrutinizer shall wiin a period not exceeding ree (3) working days from e date of close of E-voting process, unblock e votes in e presence of atlea two witnesses not in e employment of e Company and make Scrutinizer's Report of votes ca in favour of or again, if any forwi to e Chairman of e Company. The results shall be declared on or after e Annual General Meeting. The results declared alongwi e Scrutinizer's Report shall be placed on e Company's website and on e website of CDSL wiin two (2) days of passing of e resolutions at e Annual General Meeting and shall also be communicated to BSE Limited. 13. Members desirous of obtaining any information as regards Accounts are requeed to write to e Company at lea one week before e Annual General Meeting so at e information required will be made available at e Annual General Meeting. 14. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requeed to submit e PAN to eir Depository Participants wi whom ey are maintaining eir demat account(s). Members holding shares in physical form can submit eir PAN details to e Company or its Regirar and Share Transfer Agents. 15. Documents in respect of items referred to in e accompanying Notice and e Explanatory Statement are available for inspection at e Regiered Office of e Company between a.m and 1.00 p.m. upto e date of Annual General Meeting on all working days (except Saturday, Sunday and Public Holiday). 16. Information as required to be provided pursuant to e requirements of Clause 49 of e Liing Agreement wi regards to e Directors seeking appointment and re-appointment at is Annual General Meeting is given as an Annexure to is Notice. 17. The Company is concerned about e environment and utilizes natural resources in a suainable way. To support Green Initiative, e Members are requeed to update eir address, wi eir concerned Depository Participant to enable us to send you necessary documents /communication via . Members who hold shares in physical form are requeed to regier eir address wi Link Intime India Private Limited, Regirar and Transfer Agents. By Order of e Board of Director Sd/- Place : Mumbai Sudhir M. Naheta Date : 27 Augu, 2014 Managing Director Regiered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] website: 9

12 ANNEXURE TO THE NOTICE TAVERNIER RESOURCES LIMITED Explanatory Statement Pursuant to Section 102 of e Companies Act, 2013 Item No. 4 to 6 Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar are Independent Directors of e Company. The Securities and Exchange Board of India (SEBI) has amended Clause 49 of e Liing Agreement inter alia ipulating e conditions for appointment of Independent Directors by a Lied Company. It is proposed to appoint Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar as Independent directors under Section 149 of e Companies Act, 2013 and Clause 49 of e Liing Agreement to hold office for a term of five consecutive years upto 31 March, Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar are not disqualified from being appointed as Directors in terms of Section 164 of e Companies Act, The Company has received notices in writing from Members along wi a deposit of requisite amount under Section 160 of e Companies Act, 2013 proposing e candidatures of each of Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar for e office of Directors of e Company. The Company has also received declarations from Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar at ey meet wi e criteria of independence as prescribed bo under sub- section (6) of Section 149 of e Companies Act, 2013 and under Clause 49 of e Liing Agreement. Mr. Sanjay Gajanan Pilankar, Mr. Pradeepkumar Jayantikumar Jhaveri and Mr. Shashi Krishna Balsekar fulfil e conditions for appointment as Independent Directors as specified in e Act and e Liing Agreement. A copy of draft letter for appointment setting out broad terms and conditions relating appointment of aforesaid Independent Directors shall be open for inspection at e regiered office of e Company between a.m. and 1.00 p.m. upto e date of Annual General Meeting on all working days (except Saturday, Sunday and Public Holiday). Details concerning aforesaid Independent Directors seeking appointment at is Annual General Meeting, pursuant to Clause 49 of e Liing Agreement is attached separately to is Notice. Except e aforesaid Directors being appointee under eir respective Resolutions, none of e oer Directors and/or Key Managerial Personnel of e Company and/or eir relatives are in any way concerned or intereed in e Resolutions set out under Item No. 4 to Item No. 6 of is Notice. Your Directors recommend e Resolution(s) proposed at Item No. 4 to Item No. 6 of is Notice for your approval. Item No. 7 Mr. Sudhir M. Naheta, was appointed as a Managing Director of e Company for a term of 5 (Five) years w.e.f. rd 3 March, 2009 on e terms and conditions as approved by e Members of e Company. nd Since e term of Mr. Sudhir M. Naheta as Managing Director of e Company has expired on 2 March, 2014, e Board of Directors of e Company at its Meeting held on May 13, 2014 has approved re-appointment of Mr. Sudhir M. rd Naheta as Managing Director of e Company for a furer period of 5 (Five) years wi effect from 3 March, 2014 in accordance wi Section 196 of e Companies Act, The aforesaid appointment of Mr. Sudhir M. Naheta as Managing Director of e Company will also require approval of Members at e General Meeting of e Company. Except Mr. Sudhir M. Naheta, Managing Director, Mrs. Rajkumari Naheta and Mrs. Aditi Dugar, Directors, none of e oer Directors / Key Managerial Personnel of e Company and/or eir relatives are, in any way, concerned or intereed, financially or oerwise, in is Resolution. The Board recommends e Resolution set out at Item No. 7 of e Notice for approval by e Members. 10

13 Information pursuant to Clause 49 of e Liing Agreement executed wi e Stock Exchange(s), in respect of individuals proposed to be appointed / re- appointed as Directors. Name of Director Mr. Sanjay Gajanan Mr. Pradeepkumar Mr. Shashi Krishna Pilankar Jayantikumar Jhaveri Balsekar Date of Bir 06/11/ /12/ /06/1952 Date of appointment 19/05/ /05/ /05/2013 Qualifications B.com B.com B.A Expertise in specific Expertise in handling Expertise and va Financial Consultancy functional area. Financial consultancy knowledge in Jewellery services for la 25 years management decisions Valuation for la 35 years Directorships held in Thought Waves Agro Nil Nil oer Companies (India) Pvt Ltd (As on 31 March, 2014) BMSS Infraructure Pvt. Ltd. Gee Pee Tobacco Co Pvt. Ltd. TAVERNIER RESOURCES LIMITED Chairmanship/ Nil Nil Nil Memberships of e committees of e Board of Directors of oer Companies (As on 31 March, 2014) Shareholding of Nil Nil Nil Directors Relationship between None None None directors inter se By Order of e Board of Directors Place : Mumbai Date : 27 Augu, 2014 Sd/- Sudhir M. Naheta Managing Director Regiered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] website: 11

14 DIRECTOR'S REPORT The Directors have pleasure in presenting eir 20 Annual Report on e business and operations of e Company for e year ended 31 March, FINANCIAL HIGHLIGHTS TAVERNIER RESOURCES LIMITED (` In Lacs) PARTICULARS YEAR ENDED 31 March March 2013 Income from Operations (98.11) Oer Income Profit (Loss) before Depreciation (233.95) Less : Depreciation (9.74) (9.63) Profit/ (Loss) after Depreciation (243.69) Less : Provision for Tax/Current Year Tax Nil Less : Deferred Tax Nil Nil Profit/ (Loss) after Tax (243.69) Balance carried to Balance Sheet (Profit/ (Loss) Account) (139.18) Earnings Per Share (4.08) OPERATIONS During e year under review your Company has incurred a loss of ` Lacs as again Net Profit of ` Lacs in e previous Financial Year. 3. DIVIDEND The Board of Directors did not recommend any Dividend for e year under review. 4. DIRECTORS In terms of e provisions of Section 152(6) of e Companies Act, 2013, Mrs. Rajkumari Naheta retire from e Board of Directors of e Company by rotation and being, eligible, has offered herself for re-appointment at e ensuing Annual General Meeting. In terms of provisions of Sections 149, 152 of e Companies Act, 2013 read wi Clause 49 of e Liing Agreement, Mr. Pradeep Kumar Jayantikumar Jhaveri, Mr. Shashi Krishna Balsekar and Mr. Sanjay Gajanan Pilankar, Independent Directors of e Company are proposed to be appointed at e forcoming Annual General Meeting for a consecutive period of five years upto 31 March, 2019 and ey shall not be liable to retire by rotation. The Notice convening e forcoming Annual General Meeting include e proposals for appointment / re-appointment of aforesaid Directors. A brief resume of e Directors seeking appointment / reappointment at e ensuing Annual General Meeting and oer details as required to be disclosed in terms of Clause 49 of e Liing Agreement forms part of e Notice of e forcoming Annual General Meeting. None of e Directors are related inter-se to each oer. Mr. Sudhir M. Naheta was re-appointed as Managing Director of e Company on 13 May, 2014 for a furer rd period of 5 years w.e.f 3 March, 2014.The Board recommends his re- appointment for approval of e Members at e forcoming Annual General Meeting. 12

15 None of e Directors are disqualified for appointment/re-appointment under Section 164(2) of e Companies Act, AUDITORS AND AUDITORS REPORT During e year, e Company had received intimation from M/s. Haren Sanghvi & Associates, ating at M/s. Haren Sanghvi & Associates, Chartered Accountants has been converted into a Partnership Firm from Proprietorship Firm under e provisions of e Indian Partnership Act, 1932 wi effect from 1 April, The Board of Directors of e Company have taken due note of is change. M/s. Haren Sanghvi & Associates, Chartered Accountants, e Statutory Auditors of e Company hold office until conclusion of e forcoming Annual General Meeting and being eligible have offered emselves for reappointment as Statutory Auditors of e Company. M/s. Haren Sanghvi & Associates, Chartered Accountants, Mumbai, have accorded eir consent for appointment as atutory auditors and have also confirmed eir eligibility for being appointed as atutory auditors of e Company in terms of requirements prescribed under Companies Act, The notes on financial atements referred to in e Auditors Report are self-explanatory and do not call for any furer comments and explanations. 6. DIRECTOR`S RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of e Companies Act, 1956, e Directors confirm at: a) in e preparation of e Annual Accounts for e financial year ended 31 March, 2014, e applicable Accounting Standards have been followed along wi proper explanation relating to material departures, if any; b) e Directors have selected such Accounting policies and applied em consiently and judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company as at 31 March, 2014 and of profit or loss of e Company on at date; c) e Directors had taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act, 1956 for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities, and d) e Directors have prepared e Annual Accounts for e financial year ended 31 March, 2014 on a going concern basis. 7. CORPORATE GOVERNANCE A report on Corporate Governance togeer wi Auditors' Certificate as required under Clause 49 of e Liing Agreement forms part of is Annual Report. 8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT TAVERNIER RESOURCES LIMITED The Management Discussion & Analysis Report as required under Clause 49 of e Liing Agreement is presented separately and forms part of is Report. 9. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW ETC Information in accordance wi e provisions of Section 217(1)(e) of e Act read wi e Companies (Disclosure of Particulars in e Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure A. 13

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18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management of Tavernier Resources Limited presents its Analysis Report covering performance and outlook of e Company. The Report has been prepared in compliance wi e requirement of Corporate Governance as laid down in Liing Agreement. The Management accepts responsibility for e integrity and objectivity of e Financial Statements. However inveors and readers are cautioned at is discussion contains certain forward looking Statements at involve risk and uncertainties. INDUSTRY STRUCTURE AND DEVELOPMENT TAVERNIER RESOURCES LIMITED Merchandise imports recorded a decline of 2.1 percent in fir half (H1) year of at US$ billion as compared wi a decline of 2.9 per cent at US$ billion in corresponding H1 of The decline was mainly led by a sharp decline in gold imports in by about 65 percent. Apart from various measures taken by e Government of India and Reserve Bank to curb gold import e decline was also due to fall in international gold price by about 20 percent during e period April September, The Government changed e duty ructure on precious metals including gold, from specific to ad valorem rate of 2 % on January, 17, 2012, ereafter it was raised to 4 % in budget. The cuoms duty on gold was raised again from 4 % to 6 % in January, 2013 and was furer raised to 8 % in June, In Augu, 2013 e cuom duty on gold and platinum was raised furer from 8 % to 10 %. rd In e annual policy atement for announced on 03 May, 2013, e Reserve Bank of India proposed to rerict e facility of advances again e security of gold coins per cuomer to gold coins weighing upto 50 grams. Later it was furer clarified at e reriction on grant of loan again Gold bullion will also be applicable to grant of advance again units of gold ETF's and Units of gold mutual fund. Exports of 'gems & jewellery', however, continued to decline in H1 of Wiin 'gems & jewellery' exports, e fall was only in case of coins and medallion which have minimal value addition. Merchandise exports recorded a grow of 5 % at US $ billion in H1 of as again a decline of 6.2 % at US $ billion in H1 of The turnaround in exports primarily reflected e depreciating currency and some recovery in global demand. Discussion on Financial Performance Wi Respect to Operational Performance The turnover of precious one declined from ` Lacs to ` Lacs in e financial year The Company has suffered loss of ` Lacs before operating expenses as again income of ` Lacs in e previous financial year. The Loss during e year on bo e segments was ` Lacs as again Profit after tax of ` Lacs. Segment -Wise /Product Wise Performance During e year e Company has two segments i.e Precious Stones and Jewellery and trading in Shares and Derivatives. Outlook The Board of Directors after detailed deliberations and considering e present business scenario decided to broad base its business activities. Wi is objective it has been decided to increase trading activities in Bullions, gems, jewelleries, handicrafts, Shares & Derivatives and oer merchandise. The management is optimiic of subantial grow in its business operations. Risk and Concerns During e year , e prices of raw diamond and gold have risen significantly due to appreciation of dollar vis a vis Indian rupee. This has impacted e export of Gems and Jewellery from India. Your Directors are hopeful at is situation may not la long. 16

19 TAVERNIER RESOURCES LIMITED Foreign Exchange Risk Your company had foreign exchange exposures during e year ended 31 March The policy of company is to hedge its long-term foreign exchange risk as well as short-term exposures wiin e defined parameters. Intere Risk Your company has no loan fund in e year ended 31 March The policy of company is to use a judicial mix of fixed and floating rate debts wiin e ipulated parameters, wherever required Internal Control Syem and Adequacy The company has set up an internal control syem at functions at various levels of e organization. The syem ensures compliance wi e respective laws & regulations, efficiency of operations, minimization of waage, disclosure and adequate reporting of financial transactions, proper adminiration at all levels of e organization. The Audit Committee of e company periodically reviews and ensures adequacy of e internal control syem prevalent at each level of e organization and passes on its recommendation to e management. Human Resources The Company appreciates at performance level cannot be reached and suained wiout e right quality of people. Wi is belief, e Company has laid significant emphasis on its HR practices. These are concerted efforts to ensure at e mo appropriate people are recruited into e organization. Cautionary Statement Statements in e Management Discussion and Analysis Report and in e Directors' Report, describing e company's objectives, projections and eimates, contain words or phrases such as will, plan and similar expressions or variations of such expressions at are forward looking and progressive wiin e meaning of applicable laws and regulations. Actual results may vary materially from ose expressed or implied by e forward looking atements due to risks or uncertainties associated erewi depending upon economic conditions, government policies and oer incidental factors. Readers are cautioned not to place undue reliance on ese forward-looking atements By Order of e Board of Directors Place : Mumbai Date : 27 Augu, 2014 Sd/- Sudhir M. Naheta Managing Director Regiered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] website: 17

20 REPORT ON CORPORATE GOVERNANCE 1. Company's philosophy on Corporate Governance Your Company is fully committed to e principles of transparency, integrity and accountability in all spheres of its operations and has been practicing e principles of good corporate governance over e years. In keeping wi is commitment, your Company has been upholding fair and eical business and corporate practices and transparency in its dealings and continuously endeavors to review rengen and upgrade its syems and procedures so as to bring in transparency and efficiency in its various business segments. Your Board of Directors present e Corporate Governance Report for e year based on e disclosure requirements under Clause 49 of e Liing Agreement exiing as on 31 March, Board of Directors TAVERNIER RESOURCES LIMITED The Board of Directors of e Company is well ructured wi adequate blend of Professional, Executive and Independent Directors. The Company's Board comprises of Six Directors: Two are Promoter Executive Directors, one is Non Promoter Executive Director and ree are Non-Executive Independent Directors. More an one ird of e Board of Directors comprises of Independent Directors. The composition of e Board is in conformity wi e Clause 49 of e Liing Agreement entered into wi e Stock Exchanges. All Independent Non-Executive Directors comply wi e legal requirements of being Independent. None of e Directors on e Board is a Member of more an 10 Committees or Chairman of more an 5 Committees across all e Companies in which he is a Director. Necessary Disclosures regarding Committee positions in oer Public Companies as on March 31, 2014 have been made by e Directors. The names and categories of e Directors on e Board, eir attendance at Board Meetings held during e year and e number of Directorships and Committee Chairmanships/Memberships held by em in oer public companies as on March 31, 2014, are given herein below. Oer directorships do not include alternate directorships, directorships of private limited companies, Section 25 companies and of companies incorporated outside India. Chairmanships/Memberships of Board Committees include only Audit and Stakeholders Relationship Committee. The meetings are convened after giving appropriate Notice. Agenda papers of e Board Meetings are duly circulated among e Board Members well in advance of each meeting. The information as required under IA to Clause 49 of e Liing Agreement is made available to e Board. During e Financial Year ended 31 March, 2014, 5 (Five) Meetings of e Board of Directors were held as on 05/04/2013, 25/05/2013, 12/08/2013, 28/10/2013 and 06/02/2014. Name of Directors Category of No. of Board Wheer No. of Directorships Directors Meetings attended Committee attended during la AGM Memberships/ held on Chairmanships 12 in oer Public September, Companies Held Attended Chair Comm Direc man ittee ship ship Memb tor ership Mr. Sudhir M Naheta Executive -Managing 5 5 Yes Nil Nil Nil Director, (Promoter) 18

21 TAVERNIER RESOURCES LIMITED Mrs. Rajkumari S Naheta Executive -Director 5 4 Yes Nil Nil Nil (Promoter) Mrs. Aditi Dugar Executive Director 5 5 Yes Nil Nil Nil Mr. Sanjay Gajanan Non-Executive - Pilankar Independent Director 5 4 Yes Nil Nil Nil Mr. Pradeep kumar Non-Executive Yes Nil Nil Nil Jayantikumar Jhaveri Independent Director Mr. Uday Shivram Non-Executive No Nil Nil Nil Marae * Independent Director Mr. Shashi Krishna Non-Executive Yes Nil Nil Nil Balsekar # Independent Director (details are as on 31 March, 2014) *Mr. Uday Shivram Marae resigned w.e.f #Mr. Shashi Krishna Balsekar was appointed as Director w.e.f The Board periodically reviews compliance reports of all e laws applicable to e Company and has put in place procedures to review eps to be taken by e Company to rectify inances of non-compliance, if any. In terms of e provisions of Clause 49 of e Liing Agreement and contemporary practices of good Corporate Governance, e Board has laid down a Code of Conduct for all Board members and senior management of e Company. Particulars of Re-appointed Directors: Name : Mrs. Rajkumari Naheta Designation : Executive Director Age : 55 Years Qualification : B.Com Experience : Family Business Oer directorship : 1. Tavernier Trading Private Limited. 2. Tavernier Holdings (India) Private Limited 3. Tavernier Property I (India) Private Limited 4. India Poker Championship Alliance Private Limited. 5. Urban Gourmet India Private Limited. 6. India Project Fincorp Private Limited Board Committees The Board has conituted e following Committees of Directors: (a) Audit Committee : i. Terms of Reference: The role and terms of reference of Audit Committee covers areas mentioned under Clause 49 of e Liing Agreement and Section 177 of e Companies Act, 2013 and Rules made ereunder, besides oer terms as may be referred by e Board of Directors. All e Members of Audit Committee are qualified and having insight to interpret and underand financial Statements. 19

22 TAVERNIER RESOURCES LIMITED ii. Composition: The Audit Committee was re-conituted on 12 Augu, 2013 comprising of 3 Non - Executive Independent Directors. Mr. Pradeepkumar Jhaveri, Chairman of is Committee. Mr. Sanjay Pilankar and Mr. Shashi Krishna Balsekar are e oer members of is Committee. As on 31 March, 2014, e Audit Committee comprises of following members as mentioned in table given below - Name Mr. Pradeepkumar Jhaveri (Chairman) Mr. Sanjay Pilankar (Member) Mr. Shashi Krishna Balsekar (Member) Category Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director The Auditors of e Company are also invited in e Audit Committee Meeting but ey have no right to vote. iii. Meeting and Attendance: During e under review 4(Four) meetings of e Audit Committee were held on 25/05/2013, 12/08/2013, 28/10/2013 and 06/02/2014. The Attendance of e Members is as follows: Name Category Meetings during e year Held Attended Mr. Pradeepkumar Jhaveri, (Chairman) Non-Executive 4 4 Independent Director Mr. Sanjay Pilankar, (Member) Non-Executive 4 4 Independent Director Ms. Rajkumari Naheta, (Member) Executive Director 4 1 Mr. Shashi Krishna Balsekar Non executive 4 3 Independent Director The Conitution of e Audit Committee is in conformity wi Clause 49 (II) (A) (ii) of e Liing Agreement. The Chairman of e Audit Committee is an Independent Director and is financially literate and has accounting and related financial management expertise. A brief description of e terms of reference of e Audit Committee is as follows: To review Internal Audit Reports, Statutory Auditors' Report on e financial atements, to generally interact wi e Internal Auditors and Statutory Auditors, to review e adequacy of internal control syems, to select and eablish accounting policies, to review financial atements before submission to e Board, to recommend e appointment and removal of external auditor and fixation of audit fees and oer matters specified under Clause 49 of e Liing Agreement and Section 177 of e Companies Act, 2013 and Rules made ereunder. (a) Stakeholders Relationship Committee: i. Terms of references a) To scrutinize and approve regiration of transfer of shares / debentures / warrants issued / to be issued by e company. b) To exercise all power conferred on e Board of Directors under Article 43 of e Article of Association. 20

23 TAVERNIER RESOURCES LIMITED c) To decide all queions and matters at may arise in regard to transmission of shares / debentures / warrants issued / to be issued by e Company. d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of ose reported lo. e) To refer to e Board and any proposal of refusal of regiration of transfer of shares / debentures / warrants for eir consideration. f) To look into shareholders and inveors complaints like transfer of shares, non-receipt of balance sheet. g) To delegate all or any of its power of Officers / Auorized Signatories of e Company. ii. Composition The Stakeholders Relationship Committee was reconituted on 12 Augu, 2013 comprising of Mr. Pradeepkumar Jhaveri, Chairman, Mr. Sanjay Pilankar and Mr. Shashi Krishna Balsekar as e Members of e Committee. e Stakeholders Relationship Committee comprises of e following members as mentioned in table given below:-- As on 31 March, 2014, Name Mr. Pradeepkumar Jhaveri Mr. Sanjay Pilankar Mr. Shashi Krishna Balsekar Category Chairman Member Member iii. Meeting and Attendance: During e year under review 4 (Four) meetings of e Stakeholders Relationship Committee were held on 25/05/2013, 12/08/2013, 28/10/2013 and 06/02/2014. The attendance of Members is as follows: Name Category Meetings during e year Held Attended Mr. Pradeepkumar Jhaveri, (Chairman) Non-Executive 4 4 Independent Director Mr. Sanjay Pilankar, (Member) Non-Executive 4 4 Independent Director Mrs. Rajkumari Naheta, (Member) Executive Director 4 1 Mr. Shashi Krishna Balsekar Non executive 4 3 Independent Director The conitution and terms of reference of e Share Transfer & Stakeholders Relationship Committee is in agreement wi e guidelines prescribed under Clause 49 of e Liing Agreement entered into wi e Stock Exchanges. This committee (i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate Certificates by e Company; (ii) looks into various issues relating to shareholders, including e redressal of shareholders' and inveors' complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc.; and (iii) carries out e functions envisaged under e Code of Conduct for Prevention of Insider Trading adopted in terms of Regulation 12(1) of e SEBI (Prohibition of Insider Trading) Regulations,

24 Name and designation of Compliance officer: Mr. Rahul Shinde No. of shareholders' complaints received during e year : NIL No. of complaints not resolved to e satisfaction of shareholders : NIL No. of pending share transfers : NIL 3. General Body Meetings: (a) Location and time where la ree Annual General Meetings were held: Financial Year Date Time Location /09/ Noon 1 Floor, Centre - 1 Bldg, World Trade Centre, Half Centrum Hall, WTC Complex, Cuffe Parade, Mumbai /09/ P.M. 1 Floor, Centre - 1 Bldg, World Trade Centre, Half Centrum Hall, WTC Complex, Cuffe Parade, Mumbai /09/ P.M. 30 Floor, Centre - 1 Bldg, World Trade Centre, lotus Hall, WTC Complex, Cuffe Parade, Mumbai (b) Wheer any Special Resolutions passed in ree Previous Annual General Meeting: Yes (c) Wheer Special Resolutions were put rough poal ballot la year: No (d) Are votes proposed to be conducted rough poal ballot is year : Yes 4. Oer disclosures: TAVERNIER RESOURCES LIMITED (a) (b) (c) (d) (e) Related Party Transactions Disclosures on materially significant related party transactions i.e. transactions of e Company of material nature, wi its promoters, e Directors or e management, eir subsidiaries or relatives etc., at may have potential conflict wi e interes of Company at large: There are no related party transactions during e year. Disclosure of Accounting Treatment In e preparation of financial atements, e Company has followed e Accounting Standards issued by e Initute of Chartered Accountants of India to e extent applicable. Disclosures on Risk Management During e year under review, a detailed exercise on Business Risk Management was carried out covering e entire spectrum of business operations and e Board has been informed about e risk assessment and minimization procedures as required under Clause 49 of e Liing Agreement. The Company has framed e Risk Assessment and Minimization - Procedure which will be periodically reviewed by e Board. Code of Conduct The Board of Directors has adopted e Code of Eics and Business Principles for e Members of Board of Directors and Senior Management Personnel Director. The said Code has been communicated to all e Directors. Details of non-compliance by e Company, penalties, rictures imposed on e Company by Stock Exchange or SEBI or any atutory auority, on any matter related to capital markets, during e la ree years: None 22

25 Details of remuneration paid to Directors REMUNERATION TO DIRECTORS A. Details of remuneration paid to e Company's Managing Director(s) during e financial year : Mr. Sudhir Naheta, Managing Director and Mrs. Rajkumari Naheta, Executive Director have not been paid any remuneration during e year B. Details of payments made to Non-Executive Directors during e financial year : Non-Executive Directors have not been paid any amount during e financial year CEO/CFO Certification A Certificate from Mr. Sudhir Naheta, C&MD and Mr. Prasad S Parkar, CFO on e financial atements of e Company was placed before e Board, as required by Clause 49(V) of e Liing Agreement. Means of communication: (a) Quarterly results: Annual/ Half Yearly/ Quarterly Results are Submitted to e Bombay Stock Exchange and published in News Papers (b) Newspapers wherein normally published : Navshakti (Marai) Free Press Journal (English) Any Website, wherein displayed: (c) Wheer Website also displays official news releases: Yes (d) Wheer presentations made to initutional inveors or to e analys: No (e) Wheer Management Discussion & Analysis Report is a part of Annual Report: Yes 2. General Shareholder information: (a) AGM date, time and venue: Annual General Meeting will be held on, Monday, 29 September, 2014, at a.m. at World Trade Centre, Half Centrum Hall, Centre - 1 Bldg, 1 Floor, WTC Complex, Cuffe Parade, Mumbai (b) Financial Year: The Financial Year is from 1 April 2014 to 31 March, Tentative Schedule Financial Reporting for e Quarter ending June 30, 2014 : 14 Augu, 2014 TAVERNIER RESOURCES LIMITED September 30, 2014 : 14 November, 2014 December 31, 2014 : 14 February, 2015 March 31, 2015 : End of May, 2015 AGM for year ending March 31, 2015 : End of September 2015 Yes (c) nd Book Closure period: 22 September, 2014 to 29 September, 2014 (Bo days inclusive). 23

26 (d) Stock Exchanges where securities are lied: The Company's securities are lied at: Bombay Stock Exchange. The Company has made Application for deliing of Shares wi e Delhi Stock Exchange which is ill pending for consideration. (e) Scrip code : Bombay Stock Exchange (f) ISIN No. : INE355H (g) STOCK MARKET DATA: Monly high and low prices and trading volumes of Equity Shares of e Company at BSE for e year ended 31 March, Date High (`) Low (`) Volume (No. of Shares) April May June July Augu September October November December January February March Price during e Year TAVERNIER RESOURCES LIMITED Open Price High Price 5 0 April-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 *****Source BSE Sensex 24

27 (h) Diribution of Shareholding and Shareholding Pattern as on 31 March, (i) Diribution of Shareholding as on 31 March, 2014: TAVERNIER RESOURCES LIMITED No. of Shares No. of % of No. of % of Shareholders holding Shares holding & Above Total (ii) Shareholding pattern as at 31 March, 2014: No. of Shares held % to Total Shares Promoter Group Corporate Bodies General Public NRIs/ OCBs Clearing Members TOTAL % Demat - 1. N.S.D.L C.D.S L Physical TOTAL % (i) (j) Regiered Office: 209, Embassy Centre, Marine Drive, Nariman Point, Mumbai Regirar and Share Transfer Agents: Link Intime India Pvt. Ltd C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (We), Mumbai (k) Address for correspondence: For Share Transfer: Regirar and Share Transfer Agents For Inveor Assiance: Regiered Office. 25

28 TAVERNIER RESOURCES LIMITED (l) Share transfer syem wi number of shares transferred: Share transfers in physical form are regiered and returned wiin a period of 15 days from e date of receipt and Demat reques are normally confirmed wiin an average of 7 days from e date of receipt in case documents are complete in all respects. The total number of shares transferred during e financial year under review was as under: No. of Transfers No. of Shares Transfer: - - Oer cases (like; deletion, transmission, transposition etc.) - - Total: - - (m) Dematerialization of shares and liquidity: (n) The trading in Tavernier Resources Limited Shares is permitted in e dematerialized form, as per notification issue by e Securities and Exchange Board. The Equity Shares of e Company are actively traded on Bombay Stock Exchange. International Security Identification No. INE355H Outanding GDRs/ Warrants, Convertible Bonds, conversion date and its impact on equity: Nil (o) Non-Mandatory Requirements: The Company is not yet implementing e non mandatory requirements under Clause 49 of e Liing Agreement. However, adoption of oer non-mandatory requirements under Clause 49 of e Liing Agreement is being reviewed by e Board from time to time. DECLARATION ANNUAL DECLARATION BY CHIEF EXECUTIVE OFFICER (CEO) PURSUANT TO CLAUSE 49 (I) (D) (ii) OF THE LISTING AGREEMENT As e Chief Executive Officer of Tavernier Resources Limited and as required by Clause 49 (I) (D) (ii) of e Liing Agreement, I hereby declare at all e Board Members and e Senior Management personnel of e Company have affirmed Compliance wi e Company's Code of Business Conduct and Eics for e Financial Year By Order of e Board of Directors Sd/- Place : Mumbai Date : 27 Augu, 2014 Sudhir M. Naheta Managing Director Regiered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] website: 26

29 CEO/ CFO CERTIFICATE TAVERNIER RESOURCES LIMITED We have reviewed e financial atements viz., balance sheet, profit & loss account wi all e notes to accounts and e cash flow atement for e financial year ended 31 March 2014 and at to e be of our knowledge, information and belief: i. ese atements do not contain any untrue atement of a material fact or omit to ate a material fact at might be misleading wi respect to e atements made. ii. iii. e financial atements and oer financial information included in is report present a true and fair view of e company's affairs for e period presented in is report and are in compliance wi e exiing accounting andards, applicable laws and regulations and full explanation has been given for any material departure in compliance of Accounting Standards. no transactions entered into by e company during e year are fraudulent, illegal or violative of e Company's Code of Conduct. We are responsible for eablishing and maintaining internal controls for financial reporting and have evaluated e effectiveness of e internal control syems of e Company pertaining to financial reporting. We have disclosed, based on our mo recent evaluation, wherever applicable, to e Company's Auditors and e Audit Committee of e Company's Board of Directors all significant deficiencies in e design or operation of internal controls, if any, of which ey are aware and e eps taken or proposed to be to rectify e deficiencies; We have indicated to e Auditors and e Audit Committee: a) Significant changes in e Company's internal control over e financial reporting during e year; b) Significant changes in accounting policies during e year and at e same have been disclosed in e notes to e financial atements; c) Inances of any fraud, wheer or not material, at involves management or oer employees who have a significant role in e Company's internal control syem over financial reporting. We, (i) Sudhir Milapchand Naheta, Managing Director & CEO and (ii) Prasad S Parkar, CFO of e Company to e be of our knowledge and belief certify at:- Sd/- Sd/- Place : Mumbai Sudhir M. Naheta Prasad S Parkar Date : 27 Augu, 2014 Managing Director & CEO CFO 27

30 PRACTICING COMPANY SECRETARY'S CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of Tavernier Resources Limited 209, Embassy Centre, Nariman Point, Mumbai TAVERNIER RESOURCES LIMITED We have examined e compliance of conditions of Corporate Governance of TAVERNIER RESOURCES LIMITED for e year ended 31 March, 2014 as ipulated in Clause 49 of e Liing Agreement(s) of e said Company wi e Stock Exchange(s). The compliance of conditions of Corporate Governance is e responsibility of e management. Our examination was limited to procedures and implementation ereof adopted by e Company for ensuring e compliance of e conditions of Corporate Governance. It is neier an audit nor an expression of opinion on e financial atements of e Company. In our opinion and to e be of our information and according to e explanations given to us, we certify at e Company has complied wi e conditions of Corporate Governance as ipulated in e above mentioned liing Agreement(s). We ate at no inveor grievance is pending for a period exceeding one mon again e Company as per records maintained by e Company. We furer ate at such compliance is neier an assurance as to e future viability of e Company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. S. K. Jain & Co. Place : Mumbai Date : 27 Augu, 2014 Sd/- Dr. S. K. Jain. Company Secretary CP No

31 To e Members of Tavernier Resources Limited Report on e Financial Statements INDEPENDENT AUDITOR'S REPORT We have audited e accompanying financial atements of Tavernier Resources Limited, which comprise e Balance Sheet as at 31 March, 2014, e Statement of Profit and Loss, Cash Flow Statement for e year en ended and a summary of e significant accounting policies and oer explanatory information. Management's Responsibility for e Financial Statements The Company's Management is responsible for e preparation of ese financial atements at give a true and fair view of e financial position, financial performance and cash flows of e Company in accordance wi e Accounting Standards referred to in sub-section (3C) of Section 211 of e Companies Act, 1956 read wi General Circular 15/2013 dated 13 September 2013 of e Miniry of Corporate Affairs in respect of Section 133 of Companies Act, This responsibility includes e design, implementation and maintenance of internal control relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on ese financial atements based on our audit. We conducted our audit in accordance wi e Standards on Auditing issued by e Initute of Chartered Accountants of India. Those Standards require at we comply wi e eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers e internal control relevant to e Company's preparation and fair presentation of e financial atements in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of accounting policies used and e reasonableness of e accounting eimates made by e Management, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion TAVERNIER RESOURCES LIMITED In our opinion and to e be of our information and according to e explanations given to us, e financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India: (a) in e case of e Balance Sheet, of e ate of affairs of e Company as at 31 March, 2014; (b) (c) in e case of e Statement of Profit and Loss, of e loss of e Company for e year ended on at date, and in e case of e Cash Flow Statement, of e cash flows of e Company for e year ended on at date. Report on Oer Legal and Regulatory Requirements 1. As required by e Companies (Auditor's Report) Order, 2003, as amended, as issued by e Central Government of India in terms of sub-section (4A) of section 227 of e Act, we give in e Annexure a atement on e matters specified in paragraphs 4 and 5 of e Order. 29

32 2. As required by Section 227(3) of e Act, we report at: TAVERNIER RESOURCES LIMITED (a) (b) (c) (d) (e) We have obtained all e information and explanations which to e be of our knowledge and belief were necessary for e purposes of our audit. In our opinion, proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books. The Balance Sheet, Statement of Profit and Loss, and e Cash Flow Statement dealt wi by is Report are in agreement wi e books of account. In our opinion, e Balance Sheet, Statement of Profit and Loss, and e Cash Flow Statement comply wi e Accounting Standards referred to in sub-section (3C) of Section 211 of e Act read wi e General Circular 15/2013 dated 13 September 2013 of e Miniry of Corporate Affairs in respect of Section 133 of e Companies Act, 2013 On e basis of e written representations received from e directors as on 31 March, 2014 taken on record by e Board of Directors, none of e directors is disqualified as on 31 March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of e Act. For HAREN SANGHVI & ASSOCIATES Chartered Accountants Sd/- CA Haren Sanghvi (Managing Partner) Membership No Firm Regiration No W Place : Mumbai Date : 13 May,

33 i. In respect of Fixed Assets ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE (Referred to in paragraph 1 ereof) TAVERNIER RESOURCES LIMITED a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by e management at reasonable intervals during e year. We are informed at no material discrepancies were noticed by e management on such verification. c. Based on our scrutiny of e records of e Company and e information & explanation received by us, we report at e fixed assets disposed off during e year, do not conitute a subantial part of e fixed assets of e Company and such disposal has, in our opinion, not affected e going concern atus of e Company. ii. In respect of Inventoriesa. As explained to us, physical verification of inventories has been conducted during e year by e management at reasonable intervals. b. In our opinion, e procedures of physical verification of inventories followed by e management are reasonable and adequate in relation to e size of e company and nature of its business. c. In our opinion and according to e information and explanation given to us, e company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification. iii. iv. The Company has not granted any loans to companies, firms or oer parties covered in e Regier maintained u/s. 301 of e Companies Act Accordingly, sub-clause (f) and (g) paragraph 4(iii) of e order are not applicable. In our opinion and according to e information and explanations given to us, ere are adequate internal control procedures commensurate wi e size of e company and e nature of its business. During e course of audit, we have not observed any continuing failure to correct major weaknesses in internal control. v. Based on e audit procedures applied by us and e information and explanations provided by e management, we are of e opinion at e transactions at need to be entered into e regier maintained under section 301 have been so entered. In our opinion and according to e information and explanations given to us, e transactions made in pursuance of contracts or arrangements entered in e regier maintained under section 301 and exceeding e value of five lakh rupees in respect of any party during e year have been made at prices which are reasonable having regard to prevailing market prices at e relevant time. vi. In our opinion and according to e information and explanations given to us since e Company has not accepted any deposits from public wiin e meaning of section 58-A, 58AA or any oer provision of e Act, e queion of compliance wi e Provisions of Sections 58A, 58AA or any oer provisions of e Act do not arise. vii. In our opinion e Company has an internal audit syem commensurate wi its size and nature of its business. viii. As information to us, e Central Government has not prescribed e maintenance of Co records under section 209(1)(d) of e Companies Act, ix. a. According to e records of e Company, e Company is generally regular in depositing wi appropriate auorities undisputed atutory dues, including provident Fund, Employees State Insurance, Income Tax, Sales Tax, Weal Tax, Cuom Duty, cess and oer atutory dues applicable to it. 31

34 TAVERNIER RESOURCES LIMITED b. According to information & explanation given ere were no undisputed amounts payable in respect of income tax, weal tax, service tax, sales tax, cuom duty, cess & oer atutory dues which remained outanding as at 31 March, 2014 for a period more an six mons from e date ey became payable. x. According to e information and explanation given to us, e Company does not have accumulated losses at e end of e financial year. The Company has incurred a loss of ` 2,43,69,170/- during e financial year covered by e audit. xi. xii. xiii. xiv. xv. xvi. xvii. Based on our audit procedures and on e information and explanations given by e management, we are of opinion at e company has not defaulted in repayment of dues to banks. According to e information and explanation given to us e company has not granted any loans and advances on e basis of security by way of pledge of shares, debentures or oer securities. In our opinion and to e be of our information and according to e explanations provided by e management, we are of e opinion at e company is neier a chit fund nor a nidhi / mutual benefit society. Hence, in our opinion, e requirements of Para 4 (xiii) of e Order do not apply to e company. As per records of e company and information and explanations given to us by e management, company is dealing in or trading in shares, securities, and debentures and oer invements. The company has not given guarantee in connection wi loans taken by oers from banks. According to e records of e company, e company has not given any term loan. Hence, comments under e clause are not required. According to e information and explanations given to us and, on an overall examination of e balance sheet of e company, we report at no funds raised on short-term basis have been used for long-term invement by e company. xviii. According to e records of e company and e information and explanations provided by e management, e company has not made any preferential allotment of shares to parties and companies covered in e regier maintained u/s 301 of e Act. xix. xx. xxi. No debentures have been issued by e Company during e year and hence, e queion of creating securities in respect ereof does not arise. The Company has not raised any money by public issues during e period covered by our Audit report. Based upon e audit procedures performed and information and explanations given by e Management, we report at no fraud on or by e Company has been noticed or reported during e course of our audit. For HAREN SANGHVI & ASSOCIATES CHARTERED ACCOUNTANTS Sd/- CA Haren Sanghvi (Managing Partner) Membership No Firm Regiration No W Place : Mumbai Date : 13 May,

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38 TAVERNIER RESOURCES LIMITED Notes forming part of financial atements A) SIGNIFICANT ACCOUNTING POLICIES a) Basis of preparation of financial atements The accompanying financial atements are prepared and presented under e hiorical co convention on e accrual basis of accounting, and comply wi e Accounting Standards prescribed by e Companies (Accounting Standards) Rules, 2006 ('e Rules') and e requirements of e Companies Act, 1956 ('e Act'), to e extent applicable to e Company. The financial atements are presented in Indian Rupees. b) Use of Eimate The preparation of e financial atements in conformity wi generally accepted accounting principles requires e management to make eimates and assumptions at affect e reported amount of assets, liabilities, revenues and expenses and e disclosure of contingent liabilities on e date of e financial atement. Actual results could differ from e eimates. Any revision to accounting eimates is recognized prospectively in current and future periods. c) Depreciation Depreciation on fixed assets has been provided on WDV meod at e rates prescribed in schedule XIV of e Companies Act, 1956 on a pro rata basis from e date e asset is ready to use till e date of sale. d) Impairment of Assets An asset is treated as impaired when e carrying co of asset exceeds its recoverable value. An impairment loss is charged to e Profit and Loss Account in e year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if ere has been a change in e eimate of recoverable amount. e) Foreign Currency Transactions Transaction in foreign currency is recorded at e exchange rates prevailing at e time of e transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in e determining net profit for e period in which e transaction is settled. Monetary items denominated in e foreign currencies at e year end are reated at year end rates. f) Invements All e Invements have been valued at co less any provisions for permanent diminution in value. g) Inventories Inventories are valued at lower of co or net realisable value after providing for obsolescence, if any. h) Revenue recognition Items of revenue have been recognised in accordance wi e Accounting Standard (AS-9). Accordingly, wherever ere are uncertainties in e ascertainment /realisation of income, e same is not accounted for. Income is accounted for on accrual basis. i) Employee Benefits i. The company's contribution to provident fund in accordance wi e Employee's Provident and Misc. Provision Act 1952 is not applicable. 36

39 ii. The liability for gratuity to be provided in according to e provisions of e Payment of Gratuity Act 1972 is not applicable. j) Provision for Current and Deferred Tax Provision for current tax is made on e basis of eimated taxable income for e current accounting period in accordance wi e provisions of Income tax Act, Deferred tax resulting from timing difference between book and taxable profit for e year is accounted for using e tax rates and laws at have been enacted or subantially enacted as on e balance sheet date. The deferred tax asset is recognised and carried forward only to e extent ere is a reasonable certainty at e deferred tax assets will be adjued in future. k) Provisions and Contingencies A provision is recognised when ere is a present obligation as a result of pa event and it is probable at an outflow of resources will be required to settle e obligation, in respect of which a reliable eimate can be made. Provisions are determined based on be eimate of e amount required to settle e obligation at e Balance Sheet date. Contingent liabilities, if any are not recognised and are disclosed in e Notes on Accounts. l) Segment Reporting TAVERNIER RESOURCES LIMITED As per Accounting Standard (AS) 17 on Segment Reporting, segment information has been provided under e Notes to Financial Statements. 37

40 TAVERNIER RESOURCES LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS ( ` in lacs) B) Notes forming part of Balance Sheet 1 Share capital As at As at Particulars 31 March, March, 2013 Auorised capital 7,000,000 Equity Shares of ` 10/- each (Previous Year: 7,000,000 Equity Shares of ` 10/- each) Issued, Subscribed & Paid Up 59,79,000 Equity Shares of ` 10/- each fully paid up (Previous year: 5,991,900 Equity Shares of ` 10/- each fully paid up) Less: Calls unpaid (Due by oers) Nil (Previous Year: 2,700 Equity shares of ` 10/- each, calls unpaid of ` 6.67/- each) Nil (Previous Year : 10,900 Equity shares of ` 10/- each, calls unpaid of ` 7.50/-each) a. Reconciliation of Equity Shares outanding Particulars As At As At 31 March, March, 2013 Number of shares at e beginning of e year 59,91,900 59,91,900 Add: Fresh shares issued during e year - - Less: Shares forfeitted during e year (12,900) - Less: Shares buyback during e year - - Number of shares at e end of e year 59,79,000 59,91,900 b. Shareholder holding more an 5% of equity shares in e Company Name of shareholder As at 31 March, 2014 As at 31 March, 2013 Number of equity % of holding Number of equity % of holding share share Sudhir Milapchand Naheta 33,15, % 31,77, % Rajkumari Naheta 10,64, % 10,64, % 38

41 2 Reserve and surplus As at ( ` in lacs) As at Particulars 31 March, March, 2013 Capital Reserve As per La Balance Sheet - - Add : Addition during e year on account of forfeiture of Shares General Reserve As per La Balance Sheet Profit & Loss Account As per La Balance Sheet Add : Profit / (Loss) for e year (243.69) Oer non current liabilities (139.18) (128.83) As at As at Particulars 31 March, March, 2013 Car Loan Oer current liabilities As at As at Particulars 31 March, March, 2013 Provision for Expenses Taxes Payable Creditors for Expenses Car Loan (Repayable in e Next 12 mons) Tangible assets TAVERNIER RESOURCES LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS

42 TAVERNIER RESOURCES LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS 6 Intangible assets ( ` in lacs) Non current invement As at As at Particulars 31 March, March, 2013 Invements in Equity inruments (Quoted) Deferred Tax Asset As at As at Particulars 31 March, March, 2013 Deferred tax asset Less: Deferred tax liability Long term loans and advances As at As at Particulars 31 March, March, 2013 (Unsecured, considered good) Security deposits Advance Income tax/ tax deducted at source (Net of Provision Nil, Previous year ` 1,090,470) Income Tax Refundable

43 TAVERNIER RESOURCES LIMITED 10 Oer non current assets NOTES FORMING PART OF FINANCIAL STATEMENTS ( ` in lacs) As At As At Particulars 31 March, March, 2013 Intere accrued but not due Inventories As At As At Particulars 31 March, March, 2013 Finished goods Trade receivables As At As At Particulars 31 March, March, 2013 (Unsecured, considered good) Outanding for more an six mons - - Oers Cash and cash equivalents As At As At Particulars 31 March, March, 2013 Cash on hand Balances wi Banks Fixed Deposit wi banks Short terms loans and advances As At As At Particulars 31 March, March, 2013 (Unsecured, considered good) Prepaid Expenses Share Broking Agents

44 TAVERNIER RESOURCES LIMITED 15 Revenue from operations NOTES FORMING PART OF FINANCIAL STATEMENTS ( ` in lacs) For e year ended For e year ended Particulars 31 March, March, 2013 Sale of Diamonds Profit/ (Loss) in Shares & Derivatives Transactions (189.08) Dividend Oer income For e year ended (98.11) For e year ended Particulars 31 March, March, 2013 Intere Income Foreign Exchange Fluctuations (1.81) Miscellaneous Income (Increase)/decrease in ock of finished goods For e year ended For e year ended Particulars 31 March, March, 2013 Opening Stock Finished Goods - - Closing Stock Finished Goods Total (Increase)/decrease in Stock of Finished Goods (2.05) - 18 Purchase of ock-in-trade For e year ended For e year ended Particulars 31 March, March, 2013 Diamonds Purchases Gold Purchases Silver Purchases Freight Charges

45 TAVERNIER RESOURCES LIMITED 19 Employee benefit expenses NOTES FORMING PART OF FINANCIAL STATEMENTS ( ` in lacs) For e year ended For e year ended Particulars 31 March, March, 2013 Salaries, bonus, allowances and oer benefits Oer expenses For e year ended For e year ended Particulars 31 March, March, 2013 AGM Expenses Auditors Remuneration Intere on Car Loan Office Rent Margin shortage charges Loss on Sale of Motor Car Miscellaneous Expenses Legal and Professional Charges Auditors Remuneration For e year ended For e year ended Particulars 31 March, March, Audit Fees As adviser, Or in any oer capacity, In respect ofi) Taxation Matters ii) Company Law Matters iii) Oer Services iv) Reimbursement of Expenses Foreign Exchange Earning and Outgo For e year ended For e year ended Particulars 31 March, March, 2013 Additional information pursuant to e provisions of Paragraph 4D of Part ii of Schedule VI of e Companies Act, 1956 (A) Earnings in Foreign Exchange (B) Expenditure in Foreign Exchange (C) Net Earnings in Foreign Exchange (A-B)

46 NOTES FORMING PART OF FINANCIAL STATEMENTS ( ` in lacs) 23. In terms of Accounting Standards (AS-20) issued by e Initute of Chartered Accountants of India, e Calculation of EPS is given below: - Particulars Profit / (Loss) after tax (` In lacs) (243.69) Total No of equity shares outanding at e end of e year (Nos in lacs) Weighted average No. of equity Shares Outanding during e year (Nos in lacs) Basic and Diluted EPS (`) (4.08) Related Party Disclosure As per AS-18 Related Party Disclosure issued by e Initute of Chartered Accountants of India, e disclosures of transaction wi e related parties as defined in e Accounting Standard are given below. I. Key Management Personnel: 1) Sudhir Naheta Managing Director 2) Rajkumari Sudhir Naheta Director There are no related party transactions during e year. TAVERNIER RESOURCES LIMITED 44

47 TAVERNIER RESOURCES LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS 25 Segment Reporting: As per Accounting Standard (AS) 17 on Segment Reporting, segment information has been provided under e Notes to Consolidated Financial Statements. Segment Reporting ( ` in lacs) Particulars Precious Stones Shares & Derivatives Unallocable Total Segment Revenue External Turnover/Income (107.91) (26.04) Inter Segment Turnover Gross Turnover/Income (107.91) (26.04) Net Turnover/Income (107.91) (26.04) Operating Expenses Depreciation Total Segment Result Before Intere and Taxes (192.03) (75.03) (38.75) (258.35) Intere Expense Intere Income Oer Income Profit before tax (192.03) (60.37) (17.35) (243.69) Current tax Deferred tax Profit after tax before extra ordinary items (192.03) (60.37) (17.35) (243.69) Extra ordinary items Net Profit after Tax after extraordinary items (192.03) (60.37) (17.35) (243.69) Oer Information Segment Assets Segment Liabilities Capital Expenditure Depreciation/ amortization Non cash expenses oer an Depreciation

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50 TAVERNIER RESOURCES LIMITED Reg. Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] Website: ATTENDANCE SLIP D.P. ID NAME & ADDRESS OF THE REGISTERED SHAREHOLDER Client Id/ Folio No. No. of Shares I/ We hereby record my presence at e Twentie Annual General Meeting of e Company at World Trade Centre, Half Centrum Hall, Centre - 1 Bldg, 1 Floor, WTC Complex, Cuffe Parade, Mumbai on Monday 29 September, 2014 at a.m. * Applicable for inveors holding shares in electronic form. Signature of Shareholder TAVERNIER RESOURCES LIMITED Reg. Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai CIN : L51909MH1994PLC Tel.: / Fax: [email protected], [email protected] Website: PROXY FORM [Pursuant to Section 105(6) of e Companies Act, 2013 and Rules 19(3) of e Companies (Management and Adminiration) Rules, 2014] Name of e Member(s): Regiered Address: ID: Folio No/Client ID: DP ID: I/We, being e member(s) of.shares of e above named Company, hereby appoint 1. Name:... Address: ID:....Signature:.., or failing him 2. Name:... Address: ID:....Signature:.., or failing him

51 3. Name:... Address: ID:....Signature:.., or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 20 Annual General Meeting of e Company, to be held on e Monday 29 September, 2014 at a.m. at World Trade Centre, Half Centrum Hall, Centre - 1 Bldg, 1 Floor, WTC Complex, Cuffe Parade, Mumbai and at any adjournment ereof in respect of such resolutions as are indicated below: Sr. No Matter of Resolution Ordinary Business 1 To consider and adopt e Audited Financial Statements of e Company for e year ended 31 March, 2014 togeer wi e Report of e Board of Directors and Auditors ereon. 2 To appoint a Director in place of Mrs. Rajkumari Sudhir Naheta (DIN: ), who retires by rotation and, being eligible, offers herself for re-appointment. 3 To appoint M/s. Haren Sanghvi & Associates, Chartered Accountants as Statutory Auditors of e Company to hold office from e conclusion of is Annual General Meeting ( AGM ) till e conclusion of e next AGM, and at such remuneration as shall be fixed by e Board of Directors of e Company. Special Business 1 To appoint Mr. Sanjay Gajanan Pilankar as an Independent Director of e Company to hold office for a period of five years. 2 To appoint Mr. Pradeepkumar Jayantikumar Jhaveri as an Independent Director of e Company to hold office for a period of five years. 3 To appoint Mr. Shashi Krishna Balsekar as an Independent Director of e Company to hold office for a period of five years. 4 To re-appoint Mr. Sudhir M. Naheta as Managing Director of e Company to hold office for a period of five years. Signed is day of 2014 Affix Rupee One 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 e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting.

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