The Directors are pleased to present their 21st Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. A summary of the financial results is given below :-

1. FINANCIAL HIGHLIGHTS

                                                          (Rs. In Lacs)

PARTICULARS                                          YEAR ENDED

                                             31/03/ 2015     31/03/ 2014

Turnover and other income                      510.02           (92.62)

EBIDTA                                         270.65          (233.95)

Interest                                           -                 -

Depreciation                                     6.34             9.74

Profit/(Loss) before Taxes                     264.31         (243.69)

Exceptional items                                  --              --

Tax expenses                                     0.58              --

Profit/(Loss) after Current tax                263.73         (243.69)

Deferred Tax                                     9.73              --

Profit/(Loss) after Tax                        254.00         (243.69)

During the financial year under review, your Company's Operating Income was Rs. 510.02 Lakhs as against the loss of Rs. 92.62 Lakhs in the previous year. Other Income for the financial year 2014-15 stood at Rs.19.32 Lakhs.

The Company has reported Net Profit of Rs. 254.00 Lacs as against Net Loss of Rs. 243.69 Lacs in the previous year.

3. DIVIDEND

The Board has decided not to recommend any dividend for the financial year 2014 - 15 to conserve funds for future plans.

4. TRANSFER TO RESERVES

For the financial year 2014-15 under review, the Company has generated net profit of Rs. 254.00 Lacs and it is proposed to be retained in Profit & Loss account under the head reserves and surplus.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 5,97,90,000/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred during the period under review.

7. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is taking extra efforts to reach at higher level by setting a benchmark. The Company also wishes to explore its business in future by keeping in view the dynamism of global market.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Aditi Aditya Dugar (DIN: 02300703) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Accordingly, her re-appointment forms part of the Notice of the ensuing Annual General Meeting.

During the period under review, Director, Mr. Sanjay Gajanan Pilankar has resigned from the Board of Directors of the Company w.e.f. 10th March, 2015 due to his pre-occupation with other business activities. The Board places on record their appreciation and gratitude for and the contributions made by Mr. Sanjay Gajanan Pilankar during his tenure as a Member of the Board of Directors of the Company.

Ankush Jain (DIN: 06842589) was appointed as an Additional Director designated as Non- Executive Independent Director on the Board of the Company w.e.f. 10th March, 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, his continuation as an Independent Director on the Board of the Company shall be subject to approval by the Members of the Company.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Mr. Ankush Jain (DIN: 06842589) has given a declaration to the Company that he meets the criteria of independence as mentioned in Section 149 (6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The details of the proposal for appointment of Independent Director are mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the notice of the 21st Annual General Meeting of the Company.

Mr.Prasad Sadanand Parkar (PAN NO: AHDPP9497L) has been ratified as Chief Financial Officer of the Company in the Board Meeting held on 10th March, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit & Loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

9. DECLARATION BY DIRECTORS

The Company has received declaration from all the independent directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

10. NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETINGS

During the year, Seven (07) Board Meetings of the Company and Five (05) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. AUDITORS

M/s. Haren Sanghvi & Associates, Chartered Accountants (Firm Registration Number 120743W), the Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting of the Company, and are eligible for re-appointment.

M/s. Haren Sanghvi & Associates, Chartered Accountants have granted their consent for appointment as Statutory Auditors of the Company and have confirmed their eligibility for being appointed as Statutory Auditors of the Company in terms of requirements prescribed under Companies Act, 2013. The Board of Directors of the Company recommends the appointment of M/s. Haren Sanghvi & Associates, Chartered Accountants as the Statutory Auditors of the Company for approval of the Members at the forthcoming Annual General Meeting.

12. AUDITORS REPORT

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors Report to the Shareholders does not contain any reservation, qualification or any adverse remark.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Sonal Kothari & Associates, Practicing Company Secretary, (C.P No. 8769) to conduct Secretarial Audit of the Company for the Financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as "Annexure I". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. CORPORATE GOVERNANCE

Our Company does not fall under the purview of the revised Clause 49 of the Listing Agreement. However the Company is voluntarily complying with the provisions of Clause 49 of the Listing Agreement.

15. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

During the year, there are no instances where the Board has not accepted the recommendations of the Audit Committee.

16. NOMINATION & REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, 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 II"

17. MANAGEMENT REMUNERATION

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forming part of this report.

18. RISK MANAGEMENT POLICY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder.

However, the Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement with stock exchanges. The Whistle Blower Policy is placed on the website of the Company.

22. 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 Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

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

The details and the composition of Anti - Sexual Harassment Committee have been provided in Corporate Governance report.

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

As Company is not engaged in Industrial Activity, the Company is not required to comply with Conservation of Energy & Technology Absorption Clause.

The details in respect of Foreign Exchange earnings/outgo during the year under review is provided in "Annexure III".

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details 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 in "Annexure IV".

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given under Note No. 9 forming part of the Financial Statements.

26. RELATED PARTY TRANSACTIONS

All Transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the Financial Year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to Financial Statements.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review forms part of the Annual Report.

28. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure V".

30. PERFORMANCE EVALUATION OF BOARD

The Company has devised a policy for evaluation of Performance of the Board of Directors, its Committees and individual Directors ("Policy"). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprises of the following key areas such as competencies and experience, quality of agenda notes circulated for board meetings, timelines for circulation of minutes, quality of recording board discussions, information sharing and communication, corporate governance process and disclosures.

The evaluation framework for assessing the performance of Committee(s) of Board of Directors inter-alia comprises of the following key areas such as composition of Members, deliverance of allocated responsibilities and qualitative Assessment/Responsibility.

The performance evaluation process of individual Directors inter alia comprises of the following key areas such as attendance at Board Meetings and Committee Meetings, preparations of the Board and Committee Meeting(s), Contribution in the Board room using expertise, knowledge, experience and wisdom, independence of views and judgement, ownership of value building. In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process is focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters. The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas. The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company i.e., www.tavernier.com

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are 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.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year

                                                On behalf of the Board

Place: Mumbai                                 Sudhir Milapchand Naheta
Date: 27th August, 2015                  Chairman and Managing Director