Tavernier Resources Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 28^th Annual Report on the business and operations of TAVERNIER RESOURCES LIMITED (the "Company") togetherwith the Audited Financial Statements of the Company, for the Year ended March 31,2022.

FINANCIAL SUMMARY

The summarized financial performance of your Company for F.Y. 2021-22 and F.Y. 2020-21 is given below:

(Rs. in Lakhs, except earnings per share)

PARTICULARS	FOR THE YEAR ENDED
	March 31, 2022	March 31, 2021
Revenue from Operations	446.85	190.88
Other Income	2.43	2.04
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA)	449.28	192.92
Less : Finance Costs	31.08	28.29
Less: Depreciation and amortization expense	0.25	0.27
Less : Purchase of traded goods	376.16	173.56
Less: Cost of Material Consumed	-	-
Less: Changes in inventories of finished goods, work-inprogress and stock -in-trade	-	-
Less: Employee benefit expense	6.52	9.03
Less: Doubtful Debt	-	-
Less: Other expenditure	24.03	20.20
Profit/(Loss) before Exceptional Items and Tax	11.24	(38.43)
Exceptional Items	-	-
Profit/(Loss) before Tax	11.24	(38.43)
Less: Tax Expenses	0.31	0.38
Profit/(Loss) After Tax	10.93	(38.81)
Surplus from previous year brought forward	(56.05)	(17.24)
Transfer to General Reserve	-	-
Amount available for appropriation	(45.12)	(56.05)

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the financial year under review, your Companys Operating Income was ? 446.85 Lakhs as against ? 190.88 Lakhs in the previous year. Other Income for the financial year 2021-22 stood at? 2.43 Lakhs as against ? 2.04 Lakhs in the previous year.

The Company has reported Net Profit of ? 10.93 Lakhs as against Net Loss of ? 38.81 Lakhs in the previous year.

TRANSFER TO RESERVES

During the year under review, your Company has not made any transfer to the Reserves.

SHARE CAPITAL

The Paid-up Share capital as on March 31,2022 was ? 59,790,000. During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31,2022, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

DIVIDEND

During the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and hence there are no unpaid / unclaimed deposits nor there is any default in repayment thereof.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund(IEPF).

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report. Refer Annexure I of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Ventures and Associate Companies.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were and effective during F.Y. 2021-22.

Accordingly, pursuant to the requirements of sub section (3)? and sub section (5) of Section 134 of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2022 and of the profit & loss of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts for the financial year ended March 31,2022 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and ParaC, D and E of Schedule V as mentioned in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Paid-up Share Capital of the Company is less than Rs. 10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) based on the Annual Audited Financial Results of the Company for the year ended March 31,2022.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the year under review, all Related Party Transactions were on Arms Length Price basis and in the Ordinary Course of Business. The Company did not have any contracts or arrangements with related parties in terms of Section 188 (1) of the Act. However, the Company had given loan / advances to Mega Township Developers LLP of Rs. 800 lakhs during the financial year 2015-16 pursuant to Agreement dated 4th August, 2015 entered by and between the Company and Mega Township Developers LLP and Board resolution passed on 25th July, 2015 and the same is ongoing as on date. The company has received Original Title document as security from Mega Township Developers LLP. However, Mega Township Developers LLP has not repaid the ICD amount along with interest accrued in spite of repetitive reminder.

Mr. Sudhir Milapchand Naheta,Chairman and Managing Director of the company have become Designated Partner in Mega Township Developers LLP pursuant to agreement dated 01st January, 2022 ("Deed of Admission Cum Retirement") for this reason Mega Township Developers LLP has now become related party of the Company within the meaning of Section 2(76) of the Companies Act and Regulation 2(1)(zb) of the SEBI (LODR), 2015, then the Loan given to Mega Township Developers LLP in 2015 has ratified by the Members of the Audit Committee and Board by giving approval as the transaction has now become a Related Party Transaction, subject to approval of the members of the Company at the ensuing Annual General Meeting. Accordingly, particulars of contracts or arrangements with Mega Township Developers LLP referred to in Section 188 (1) of the Act along with the justification for entering into such contracts or arrangements in Form AOC-2 does form part of the report as "Annexure II".

Members may refer Note No. 32 to the financial statement which sets out related party disclosures pursuant to Ind AS 24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

RISK MANAGEMENT POLICY

Pursuant to the requirement of Section 134(3)(n)of the Act, the Company has in place a structured risk management policy. Your Company believes that managing risks helps in maximising returns. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

The Risk Management Policy is designed to assist the Board in its oversight of various risks, review and analyse the risk exposure related to specific issues, provide oversight of risk across the organisation.

INTERNAL CONTROL SYSTEM

Tavernier Resources Limiteds internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Companys business. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls have been assessed during the year taking into consideration the essential components of internal financial controls. There are no reportable material weaknesses or significant deficiencies in the design or operation of internal financial controls were observed, during the year ended March 31, 2022. Based on the above, the Board believes that adequate Internal Financial Controls exist and are effective.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Rajkumari Sudhir Naheta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

During the year under review, Mrs. Aditi Aditya Dugar, who was eligible to retire by rotation, was re-appointed as a Director at the 27^thAnnual General Meeting held on September 27,2021.

Ms. Reena Namdev Gavle (Membership No.: A34439) has resigned from post of Company Secretary and Compliance Officer of the Company w.e.f. November 17,2021 due to other commitments.

Mrs. Priyanka Sandeep Chauhan (Membership No.: A25596) is appointed as a Whole-time Key Managerial Personnel / Whole-time Company Secretary and Compliance Officer of the Company with effect from December 27, 2021.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. The Independent Directors of the Company as on March 31,2022 are as under:

a) Mr. Aditya ShashikantMhatre

b) Mr. MayurJamnadasVora

c) Mr. Shailesh Mavji Vora

The above-mentioned Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management.

A brief resume of the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. None of the Directors are related inter-se to each other save and except Mr. SudhirMilapchand Naheta, Mrs. RajkumariSudhirNahetaand Mrs.AditiAdityaDugar.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure III and same is hosted on the Companys website viz. http://www.tavernier.com.

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

Aseparate meeting of the Independent Directors was also held during the yearforthe evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors (Ids) inducted to the Board are provided orientation on the Companys business operations, products, organization structure as well as the Board constitution and its procedures through various programmes / presentations.

The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities are made available on the website of the Company at the link- http://www.tavernier.com.

STATUTORY AUDITORS ANDAUDITORS REPORT

? STATUTORY AUDITORS

M/s. Rajeev & Rajesh, Chartered Accountant (Firm Registration No. 120382W) were appointed as the Statutory Auditors of the Company at 25"Annual General Meeting held on 09^th August, 2019.

? AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. TheAuditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Act.

MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDERSECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products/services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of provisions of Section 204 of the Act, the Secretarial Audit of the Company for the Financial Year 2021-22 was conducted by M/s. Sonal Kothari & Associates, Company Secretaries in Practice having Peer Review Certificate no. 2069/2022.

The Board had appointed M/s. Sonal Kothari & Associates, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure IV to this Report.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the Financial Year 2021-22 and the dates for the same are as under: -

- June 09,2021

- July 22,2021 September 25,2021

- November 12,2021 December27,2021

- February 11,2022

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

CONSTITUTION OF COMMITTEES

? AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors

Name	Designation
Mr. Aditya Shashikant Mhatre	Chairperson
Mr. Mayur Jamnadas Vora	Member
Mr. Shailesh Mavji Vora	Member

* STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises ofthe following Independent Directors:

Name	Designation
Mr. Aditya Shashikant Mhatre	Chairperson
Mr. Mayur Jamnadas Vora	Member
Mr. Shailesh Mavji Vora	Member

? NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following Independent Directors:

Name	Designation
Mr. Aditya Shashikant Mhatre	Chairperson
Mr. Mayur Jamnadas Vora	Member
Mr. Shailesh Mavji Vora	Member

* CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 for the Financial Year 2021-22. However, the Company has in its place, a duly constituted CSR Committee which comprises of the following Independent Directors:

Name	Designation
Mr. Aditya Shashikant Mhatre	Chairperson
Mr. Mayur Jamnadas Vora	Member
Mr. Shailesh Mavji Vora	Member

ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All Women employees (permanent, contractual, temporary and trainee) are covered underthis Policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Securities and Exchange Board of India, the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 2021-22. Therefore, constitution of Risk Management Committee is not applicable to the Company.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Friday, February 11,2022, inter-alia, to discuss:

I. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into view of Executive and NonExecutive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy / ies of the Company, as adopted / framed from time to time. The Whistle Blower Policy is available on website of the Company at http://www.tavernier.com/docs/Policies/New_Revised/Whistle_Blower_Policy.pdf

LOAN FROM BODY CORPORATE

During the year under review, the Company has not taken any loan from Body Corporate.

LOAN FROM DIRECTORS

During the year under the review, the Company has not taken any loan from Directors. However, particulars of outstanding loan from Directors of the Company are provided in the financial statement. Refer Note No. 14 and Note No.32 to the financial statement.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Outstanding loans are provided in the Financial Statements. Refer Note No.5 of the Financial Statements.

During the Financial Year under review, the Company has not made any investment, neither given any guarantee nor provided any security.

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

CONSERVATION OF ENERGY:

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

TECHNOLOGY ABSORPTION:

The business activities of the Company are not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have any Foreign Exchange earnings or outgo during the financial year under review.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure V to this Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31,2022 is hosted on the Companys website viz. http://www.tavernier.com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic / dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES

The Companys equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The Scrip Code of the Company is 531190 and the ISIN of the Company is INE355H01015.

UNCLAIMED AND UNPAID DIVIDENDS

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure VII.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with Ind AS as notified underthe Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to Ind AS.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

SIGNIFICANT/MATERIALORDERS PASSED BYTHE REGULATORS

There were no significant / material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANYONE-TIME SETTLEMENT

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

APPRECIATIONS ANDACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Your Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to the Government of India, various State Governments particularly the States of Maharashtra,Regulatory Authorities, Banks, Financial Institutions, shareholders and concerned Government departments and agencies for their continued support.