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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
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OPEN 120.10
PREVIOUS CLOSE 121.35
VOLUME 38560
52-Week high 148.30
52-Week low 56.10
P/E 44.18
Mkt Cap.(Rs cr) 814
Buy Price 121.95
Buy Qty 182.00
Sell Price 122.20
Sell Qty 187.00
OPEN 120.10
CLOSE 121.35
VOLUME 38560
52-Week high 148.30
52-Week low 56.10
P/E 44.18
Mkt Cap.(Rs cr) 814
Buy Price 121.95
Buy Qty 182.00
Sell Price 122.20
Sell Qty 187.00

Tribhovandas Bhimji Zaveri Ltd. (TBZ) - Director Report

Company director report

To

The Members of Tribhovandas Bhimji Zaveri Limited

Your Directors are pleased to present the Ninth Annual Report on the business andoperations of your Company together with the audited financial statements andAuditor’s Report for the financial year ended 31st March 2016:

FINANCIAL RESULTS:

The financial performance of your Company for the financial year ended 31stMarch 2016 is summarized below:

( Rs. in Lakhs)
Particulars Standalone Financials
31st March 2016 31st March 2015
Revenue from operations 165477.72 193419.57
Other Income 462.80 1451.11
Total Income 165940.52 194870.68
Earnings before Finance Cost Depreciation and Amortization 4418.39 8934.79
Less:
Finance Cost 5569.48 5021.68
Depreciation and Amortization 1008.51 837.95
Net Profit before Exceptional items & Taxes (2159.60) 3075.16
Add: Exceptional items - 873.79
Net Profit for the year before Taxes (2159.60) 3948.95
Less: Provision for Taxes
Current Tax - 712.12
Deferred Tax Assets 34.85 632.74

 

( Rs. in Lakhs)
Particulars Standalone Financials
31st March 2016 31st March 2015
(Excess)/ Short Provision for tax of earlier years 118.53 -
Profit after tax (2312.98) 2604.09
Add: Balance Brought Forward from Previous Year 21690.41 19918.85
Add: Employee Stock Options outstanding at the commencement of the year - -
Surplus Available for Appropriation 19377.43 22522.94
Appropriations:
Transfer to General Reserve - -
Proposed Dividend - 667.20
Dividend Tax - 164.93
Equity Dividend including dividend distribution tax paid for earlier years - 0.42
Total Appropriations - 832.55
Surplus Available after Appropriation 19377.43 21690.39
Add: Addition/(reduction) on option granted - 16.62
Add : Balance in Security Premium Account 16791.35 16775.59
Add : Balance General Reserve 1401.47 1400.60
Add : Balance Capital Reserve - -
Balance carried forward to Balance Sheet 37570.25 39883.20

Financial Performance:

Your Company has reported revenue loss during the financial year 2015 - 2016. Totalincome decreased to Rs. 165940.52 Lakhs from Rs. 194870.68 Lakhs in the previousfinancial year at a reduction rate of 14.85%. The profit before tax decreased to Rs.(2159.60) Lakhs down by 154.69% while net profit after tax decreased to Rs. (2312.98)Lakhs down by 188.82%.

Sale of Gold Jewellery decreased by 13.63% to Rs. 125814.13 Lakhs as compared to Rs.145669.74 Lakhs during the previous financial year. Sale of Diamond-studded Jewellerydecreased by 18.05% to Rs. 35526.47 Lakhs as compared to Rs. 43351.40 Lakhs during theprevious financial year.

The Gross Profit Margin for the financial year 2015 - 2016 has increased to 14.22% from13.65% in the previous financial year. In the absolute term the Gross Profit has decreasedto Rs. 23527.30 Lakhs as compared to Rs. 26410.63 Lakhs during the previousfinancial year.

The EBITDA for the financial year 2015 - 2016 has declined to 2.67% from 4.62% in theprevious financial year.

During the current financial year your Company has opened one new owned showroom atBandra (West) Mumbai (Maharashtra) and opened its first franchise showroom at Dhanbad(Jharkhand) totaling the number of showrooms to thirty in twenty three cities and tenstates.

Dividend:

In view of losses and to conserve reserve for future expansion your Directors have notrecommended any dividend for the financial year ended 31st March 2016 againstthe dividend of Rs. 1 (one rupee only) per equity share of face value of Rs. 10 each i.e.10 % for the previous financial year ended 31st March 2015.

The total outgo for the current financial year ended 31st March 2016 is Rs.NIL as compared to the total outgo of Rs. 80315404 (Rupees Eight Crores Three LakhsFifteen Thousand Four Hundred Four only) including dividend distribution tax of Rs.13584784 (Rupees One Crore Thirty Five Lakhs Eighty Four Thousand Seven Hundred EightyFour only) for the previous financial year ended 31st March 2015.

Changes in the nature of business if any:

During the financial year 2015 - 2016 there was no change in the nature of business ofyour Company.

Material Changes:

There has been no material changes and commitments since the close of the financialyear i.e. 31st March 2016 till the date of signing of this Director’sReport affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2015 - 2016 there was no change in the Authorised ShareCapital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2015 – 2016 the Paid-up Share Capital of your Companyincreased from Rs. 667199000 to Rs. 667306200 (i.e. from 66719900 EquityShares to 66730620

Equity Shares) due to the fresh allotment of 10720 Equity Shares made by your Companyon 15th June 2015 to the eligible employees who have exercised their Optionsunder the 3rd tranche of ‘TBZ ESOP 2011’. Apart from thisyour Company has not issued any shares with differential voting rights nor grantedsweat equity shares during the year under review.

Wholly owned Subsidiary Companies:

As required under Rule 8(1) of the Companies (Accounts) Rules 2014 the Board’sReport has been prepared on standalone financial statements and a report on performanceand financial position of each of the wholly owned subsidiaries included in theconsolidated financial statements is presented and is stated below.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of your Companywww.tbztheoriginal.com. Further as per fourth proviso of the said section audited annualaccounts of each of the subsidiary companies have also been placed on the website of yourCompany www.tbztheoriginal.com. Members interested in obtaining a copy of the auditedannual accounts of the wholly owned subsidiary companies may write to the CompanySecretary at your Company’s corporate office or email to investors@tbzoriginal.com.

For the year under review your Company has two wholly owned subsidiaries namely; (i)Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Kon-aance Jewellery Private Limited.

Your Company has constituted "Policy on Determining Material Subsidiaries" inaccordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Policy will be used todetermine the material subsidiaries of your Company and to provide governance frameworkfor such subsidiaries. As per the Policy and as per the requirements of the provisions ofthe Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 none of the wholly owned subsidiarycompanies are material subsidiary company of your Company. The Policy on determiningmaterial subsidiaries is available on your Company’s website at the link:http://www.tbztheoriginal.com/pdf/TBZ-Material%20 Subsidiary% 20Policy.pdf.

As per the requirements of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the audited consolidatedfinancial statements of your Company incorporating both its wholly owned subsidiarycompanies are prepared in accordance with applicable Accounting Standards are enclosedherewith.

i) Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activitiesfrom 106 Kandivali Industrial Estate Charkop Kandivali (West) Mumbai – 400 067.

The said property is taken on Leave & License basis from its holding company.

Tribhovandas Bhimji Zaveri (Bombay) Limited during the financial year 2015 - 2016 hasreported a total revenue of Rs. 1329.84 Lakhs loss before tax of Rs. 401.29 Lakhs andnet loss of Rs. 440.60 Lakhs.

ii) Kon-aance Jewellery Private Limited

Kon-aance Jewellery Private Limited is a non-operational company. During the financialyear 2015 - 2016 has not reported any revenue loss before tax of Rs. 0.89 Lakh and netloss of Rs. 0.89 Lakh.

Performance/ State of Company’s Affairs:

As on 31st March 2016 your Company was operating from thirty showrooms intwenty three cities and ten states out of which twenty nine showrooms are its ownshowrooms and one franchise showroom and your Company has one Corporate Office at TulsianiChambers Nariman Point.

Recent Development(s):

During the current financial year your Company has opened one new owned showroom atBandra (West) Mumbai (Maharashtra) and opened its first franchise showroom at Dhanbad(Jharkhand) totaling the number of showrooms to thirty in twenty three cities and tenstates.

During the year under review your Company has entered into retailing business onE-commerce platform through recognized service providers of the E-commerce platform viz.Snapdeal Flipkart and Amazon which emerged as a potential retail platform with diversecustomer base and which is widely accepted across India.

Your Company has shifted its Borivali showroom on 15th April 2015 to newlocation which is bigger in size and is within 200 meters area of the old showroom. Thenew Borivali showroom is situated at ‘Hirji Heritage’ in Upper Basement GroundFloor First Floor and Second Floor at G/1 Gulmohar Road O-. L. T. Road Near VrundasHotel Borivali (West) Mumbai – 400 092.

During the year under review due to imposition of 1% Excise Duty on jewelleryindustry there was nationwide agitation by jewellery industry which started from 2ndMarch 2016 and continued till end of financial year i.e. 31st March 2016. Theagitation continued during the next financial year and ended in second week of April2016. Your Company’s operations were affected due to this nationwide agitationby jewellery industry during this period.

Awards & Recognition:

During the year under review your Company has won following awards:

Year Awards
2015 11th Annual Gemfields & Nazaraana Retail Jeweller India Awards 2015 in two categories -
(i) 360 Degree Marketing Campaign of the year and
(ii) Social Media Marketing Campaign of the year.
2016 "Best Necklace Design Award" under the category of necklace of design under Rs. 1000000 at "JJS-IJ Jewellers’ Choice Design Awards 2015" at Jaipur.

New Product Launch:

Your Company has launched an elegant new every day wear Diamond collection at a greatprice point starting at Rs. 25000. Your Company has launched / presented an exquisite newdiamond collection for daily wear. This range caters to the need and mood of youngindependent women of today at a-ordable price points.

Credit Rating:

During the year under review CRISIL has reafirmed the Credit Rating on the long-termbank facilities of your Company at ‘CRISIL A-/Negative’ vide letter Ref. No.TBZPL/146591/ BLR/121505815 dated 30th December 2015 which is stated asfollows:

Total Bank Loan Rs. 7350 Million
Facilities Rated
Long-Term Rating CRISIL A-/Negative (Outlook Revised from ‘Stable’ and Rating Reafirmed)

Increase in Inventories:

The inventory of your Company as on 31st March 2016 has increased by Rs.1196.55 Lakhs as compared to the inventory on 31st March 2015. The increasein inventory is due to the opening of one new showroom during the year.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion andAnalysis Report.

Follow principles of Cash Flow Hedge Accounting (AS – 30):

Your Company follow the principles of Cash Flow Hedge Accounting as set out inAccounting Standard 30 (AS - 30) - Financial Instruments: Recognition and Measurementissued by the Institute of Chartered Accountants of India with respect to commodityforward contracts entered by your Company with effect from 1st April 2014.

Your Company uses the commodity forward contract to hedge its gold price fluctuationrisk on its highly probable cash flows from future sales transactions. These derivativesare not used for trading or speculation purpose. Your Company classifies such derivativecontracts that hedge gold price fluctuation risk associated with highly probable forecastsale transactions as cash flow and measures them at fair value. Upon the expiry ofcontracts loss amounting to Rs. 952.69 Lakhs for the year has been shown under the head‘Other Expense’. However there were no commodity forward contracts outstandingas on 31st March 2016.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. During the year there are no materially significant related partytransactions entered by your Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of yourCompany at large.

All related party transactions are placed before the Audit Committee and also beforethe Board for their approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and astatement giving details of all related party transactions is placed before theAudit Committee and to the Board of Directors at the Board Meeting for theirapproval on a quarterly basis.

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm’s length basis and hence there is no information tobe provided as required under Section 134(3)(h) of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014.

The policy on Materiality on Related Party Transactions and manner of dealing withRelated Party Transactions as approved by the Board is uploaded on your Company’swebsite at the link: http://www.tbztheoriginal.com/pdf/Policy%20on%20Materiality%20of%20Related%20Party%20Transcations%20 &%20Dealing%20with%20RPT.pdf.

None of the Independent Directors has any pecuniary relationships or transactionsvis-a-vis your Company.

A statement of related party transactions pursuant to Accounting Standard - 18 forms apart of notes to accounts.

Transfer to Reserves:

During the year under review your Company has transferred Rs. 15.76 Lakhs (onaccount of allotment of 10720 Equity Shares to employees who have exercised their optionunder ‘TBZ ESOP 2011’) to Securities Premium Account and Rs. NIL to the GeneralReserve.

Particulars of Loans given Investments made Guarantees given and Securities providedunder Section 186 of the Companies Act 2013:

Particulars of loans given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the standalone financial statements provided in this Annual Report.

Fixed Deposits / Deposits:

During the year under review your Company has not accepted or invited any fixeddeposits from the public and there were no outstanding fixed deposits from the public ason the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

Insurance:

All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR) the CorporateSocial Responsibility Committee (CSR Committee) has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by your Company which has been approved by the Board and are in accordancewith Schedule VII of the Companies Act 2013.

The CSR Policy may be accessed on your Company’s website at the link:http://www.tbztheoriginal.com/pdf/TBZ-%20CSR%20 Policy%20-%2004.08.2014.pdf.

Your Company is committed towards the "Corporate Social Responsibility (CSR)"initiatives as per the requirement of Section 135 of the Companies Act 2013("Act"). The details of the composition of the Corporate Social Responsibility(CSR) Committee are disclosed in the Corporate Governance Report forming part of thisAnnual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)" for thefinancial year 2015 – 2016 your Company has shortlisted the specific activities/projects in the area of (a) ‘Promoting Healthcare including PreventiveHealthcare’ which is falling under item (i) of Schedule VII of the Act; (b)‘Promoting Education’ which is falling under item (ii) of Schedule VII of theAct: and (c) ‘Promoting gender equality and women’s empowerment’ which isfalling under item (iii) of Schedule VII of the Act. Your Company will also undertakeother need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act 2013 the total amount of CSR contribution iscoming to Rs. 16403220 (Rupees One Crore Sixty Four Lakhs Three Thousand Two Hundredand Twenty Only) for the financial year 2015 – 2016 out of which your Companyhas made CSR contribution of Rs. 6622547 (Rupees Sixty Six Lakhs Twenty TwoThousand Five Hundred and Forty Seven Only) for the financial year 2015-2016. YourCompany has made short contribution under CSR activities of Rs. 9780673 (RupeesNinety Seven Lakhs Eighty Thousand Six Hundred and Seventy Three Only) for thefinancial year 2015 – 2016.

The total CSR contribution of Rs. 6622547 (Rupees Sixty Six Lakhs Twenty TwoThousand Five Hundred and Forty Seven Only) were contributed to (1) Manav Mandir Trustof Rs. 3000000 for promoting Education; (2) Sneha (Society for Nutrition Education &Health Action) of Rs. 3406327 for the cause of promoting gender equality andwomen’s empowerment; (3) Cancer Patient Aid Association (CPAA) of Rs. 150000 forPromoting Healthcare including Preventive Healthcare; (4) West Wind Association of Rs.50000 for promoting Education; and (5) Our Lady of Dolours’ High School of Rs.16220 for promoting Education. These NGO’S/ organization carry out projects arelargely in accordance with Schedule VII of the Companies Act 2013.

During the year your Company has also made contribution of Rs. 21 Lakhs to PrimeMinister National Relief Fund (PMNRF) but the members of CSR Committee as well as Boardin their meeting held on 12th May 2015 have decided to take that contributionas contribution for the financial year 2014 – 2015 and not in the year in which itwas contributed. Hence the CSR Contribution made of Rs. 21 Lakhs was considered as CSRContribution of 2014 – 2015 and has not been considered during calculating the CSRContribution of 2015 – 2016.

Your Company is fully committed to make contributions towards CSR Activities of yourCompany as per the requirement of Section 135 of the Companies Act 2013. As this beingthe second year of the CSR activity of your Company has contributed with an amount Rs.6622547 for the financial year 2015 – 2016 instead of the required contributionamount of Rs. 16403220 (i.e. 2% of the average net profit of your Company made duringthe three immediately preceding financial year). Your Company has not spent balance CSRcontribution amount of Rs. 9780673. As the financial year 2015 – 2016 being thesecond year of CSR activity of your Company the members of the CSR Committee as well asthe members of the Board has decided to go ahead with CSR activities with proper researchand planning and decided not to make balance required contribution as stated above inhaste but decided to make the required contribution as and when your Company finds properprojects or area in the coming financial years. Your Company has entered into Memorandumof Understanding (MOU) with Sneha (Society for Nutrition Education & Health Action)under which your Company has contributed Rs. 3406327 for the year 2015 - 2016 and shallcontribute further Rs. 3406327 for the year 2016 - 2017. Your Company is fully committedto participate whole heartedly under the CSR Activities.

The Annual Report on CSR activities is annexed herewith as

"Annexure – B"

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of RiskManagement Committee of the Board as per the requirement of the Listing Agreement(Regulations). As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember 2015 issued by Securities and Exchange Board of India (SEBI) and as per therequirement of Regulation 21(5) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 shall be applicable to top 100companies by market capitalization as at the end of the immediate previous financialyear.

Accordingly constitution of Risk Management Committee is not compulsory for yourCompany. In order to follow Corporate Governance in the right spirit your Company hasvoluntarily constituted the Risk Management Committee of the Board. The details of theCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Annual Report.

Your Company manages monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance your Company’s competitive advantage.Risk Management Committee provides assistance to the Board of Directors in fulfilling itsobjective of controlling / monitoring various risks prevailing in the functioning of yourCompany in day to day life including the Gold Price Risk Management Policy of your Companyas well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuationsobserved in gold prices due to various international factors and stringent domesticgovernment policies. To mitigate this risk of gold price fluctuation your Company hasstarted doing hedging in domestic market to protect your Company from the gold pricefluctuation. Your Company’s endure is to maximize procurement of inventory on goldloan as well as procurement of gold bar under gold loan scheme from various banks whichwill also help to reduce risk of your Company due to gold price fluctuation and takes careof natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors andmajority of unorganized sectors in local area with the foray of new entrants and many ofthe existing unorganized players adopting inorganic growth strategies. To mitigate thisrisk your Company is leveraging on its expertise experience and its created capacitiesto increase market share enhance brand equity/ visibility and enlarge product portfolioand various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013.

Directors:

Mr. Shrikant Zaveri Chairman & Managing Director of your Company is not liable toretire by rotation and Ms. Binaisha Zaveri and Ms. Raashi Zaveri Whole-time Directors ofyour Company who are liable to retire by rotation; were all reappointed by the Board ofDirectors of your Company on recommendation of the members of the Nomination &Remuneration Committee of your Company for the period of five years from 1stJanuary 2016 to 31st December 2020 and fixation of remuneration for theperiod of three years i.e. from 1st January 2016 to 31st December2018 subject to the approval of members by way of a Special Resolution at theensuing ninth Annual General Meeting of your Company and details of the same willbe available in the Notice of Annual General Meeting forming part of the AnnualReport.

In accordance with the provision of Section 152 and all other applicable provisions ofthe Companies Act 2013 Independent Directors are not liable to retire by rotation andfor the purpose of calculation of ‘total number of Directors’ who are liable toretire by rotation this shall not include Independent Directors. Mr. Shrikant ZaveriChairman & Managing Director of your Company is the Director not liable to retire byrotation. Ms. Binaisha Zaveri and Ms. Raashi Zaveri Whole-time Directors of your Companyare the Directors who are liable to retire by rotation.

Ms. Raashi Zaveri Whole-time Director of your Company retires by rotation at theninth Annual General Meeting of your Company and being eligible offers herself forre-appointment.

Pursuant to Sections 149 152 and all other applicable provisions of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014along with Schedule IV of the Act (including any statutory modification(s) or re-enactmentthereof for the time being in force) the Independent Directors can hold office for a termof five consecutive years on the Board of Directors of your Company. Mr. Kamlesh VikamseyMr. Ajay Mehta and Mr. Sanjay Asher; Independent Directors of your Company were appointedto hold office for the period of five consecutive years for a term upto 31stMarch 2019 in the seventh Annual General Meeting of your Company held on 24thSeptember 2014. Independent Directors shall not be liable to retire by rotation.

Your Company has a program to familiarize Independent Directors with regard to theirroles rights responsibilities in your Company nature of the industry in which yourCompany operates the business model of your Company etc. The purpose of FamiliarizationProgramme for Independent Directors is to provide insights into your Company to enable theIndependent Directors to understand its business in depth and contribute significantly toyour Company. Your Company has already carried out the familiarization programme forIndependent Directors. The Familiarization Programme Imparted to Independent Directors interms of Regulation 25(7) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is available on the website ofyour Company at link: http:// www.tbztheoriginal.com/pdf/TBZ-Familiarisation%20Prog.(15-16).pdf.

Statement of declaration given by Independent Directors under Section 149(6) of theCompanies Act 2013:

All the Independent Directors have given declarations under Section 149(7) of theCompanies Act 2013 that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013.

Key Managerial Personnel:

Your Company has appointed Mr. Saurav Banerjee Chief Financial Officer (CFO) and Mr.Niraj Oza Head Legal & Company Secretary & Compliance Officer of your Company asthe Key Managerial Personnel as per the requirement of Section 203 of the Companies Act2013.

Your Company has separate position of Chief Executive Officer (CEO) till 10thSeptember 2015 where Mr. Prem Hinduja was designated as Chief Executive Officer (CEO) ofyour Company. Mr. Prem Hinduja retired from service w.e.f. 10thSeptember 2015 and as per the Board decision all the responsibilities of Chief ExecutiveOfficer (CEO) has been discharged by Mr. Shrikant Zaveri Chairman & Managing Directorof your Company with immediate effect (w.e.f. 10th September 2015).

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulations 17(10) 25(4) andall other applicable Regulation(s) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance and of its Directors individuallyChairperson of your Company as well as the evaluation of the working of its Committees.The manner in which evaluation has been carried out has been explained in detail in theCorporate Governance Report which forms part of this Annual Report.

Nomination Remuneration and Evaluation Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration and their evaluation. The Nomination Remuneration and Evaluation Policy isforming part of Director’s Report as "Annexure – E".

Number of Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for six times during the year and members of the AuditCommittee met four times during the year.

During the financial year 2015 - 2016 six Board Meetings were convened and held on 12thMay 2015 15th June 2015 4th August 2015 9thSeptember 2015 3rd November 2015 and 4th February 2016. Totalfour Audit Committee Meetings were convened and held on 12th May 2015 4thAugust 2015 3rd November 2015 and 4th February 2016. The detailsof the meetings are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Companies Act 2013: (a) that inpreparation of the annual accounts the applicable accounting standards have been followedand there are no material departures;

(b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent; so as to give a true andfair view of the state of affairs of your Company at the end of the financial year and ofthe profit and loss of your Company for that period;

(c) that they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013. They confirm that there are adequate systems andcontrols for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed byyour Company and that such internal financial controls were adequate and were operatingeffectively;

(f) that they have devised proper systems to ensure the compliance with all applicablelaws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March2016 were reviewed by the Audit Committee before being placed before the Board.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are as under:

1. Part A & B pertaining to conservation of energy and technology absorption arenot applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings Rs. 443.42 Lakhs
Outflow Rs. 263.96 Lakhs

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

During the financial year 2015 – 2016 there are no significant material orderspassed by the Regulators or Courts or Tribunals which would impact the going concernstatus of your Company and its future operations.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamseyas Chairman and Mr. Ajay Mehta as member and Mr. Shrikant Zaveri Chairman & ManagingDirector of your Company as member of the Committee. All the recommendations made by theAudit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of InternalAuditors and compliance of various regulations. The Committee also reviews at length the

Financial Statements before they are placed before the Board. The numbers of AuditCommittee its terms of reference the meetings of the Audit Committee and attendancethereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named "Whistle BlowerPolicy (WBP)" for directors and employees to report genuine concerns and to deal withinstance of fraud and mismanagement if any. The details of the Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of yourCompany’s website at the link: http://www.tbztheoriginal.com/pdf/TBZ-Whistle%20Blower%20Policy.pdf.

Human Resources and Employee Relations:

Attracting retaining and developing talent continued to be a focus area for yourCompany. The increased focus on capability enhancement and employee engagement hada positive impact on talent retention as reflected in the lower attrition levels. YourCompany has total employee strength of 1501 as on 31st March 2016. EmployeeRelations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. YourCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. Your Company has adopted apolicy on Prevention of Sexual Harassment at Workplace which aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behavior. An Internal Complaints Committee ("ICC") hasbeen set up from the senior management (with women employees constituting the majority)which is responsible for redressal of complaints related to sexual harassment and followsthe guidelines provided in the Policy.

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

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules andprovided in the Annual Report. (Refer "Annexure – G").

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.(Refer "Annexure – F").

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format (in form MGT 9) is annexed herewith as "Annexure- D".

Management Discussion and Analysis:

A detailed review of operations performance and future outlook of your Company and itsbusiness is given in the Management Discussion and Analysis which forms part of thisReport.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes thatCorporate Governance helps to achieve commitment and goals to enhance stakeholder’svalue by focusing towards all stakeholders. Your Company maintains highest level oftransparency accountability and good management practices through the adoption andmonitoring of corporate strategies goals and procedures to comply with its legal andethical responsibilities. Your Company is committed to meeting the aspirations of all itsstakeholders.

Your Company is fully committed to and continues to follow procedures and practices inconformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 andclauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C D and E of ScheduleV and all other applicable Regulation(s) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A detailed report onCorporate Governance forms part of this Report. The Statutory Auditor’s Certificateas per the requirements of Para E of Schedule V and all other applicable Regulation(s) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 on compliance with Corporate Governance requirements by your Company isattached to the Report on Corporate Governance.

General Shareholder Information:

General Shareholder Information is given in Item No. VII of the Report of CorporateGovernance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE). Your Company has paid the applicable listing feesto the above Stock Exchanges for the financial year 2016 - 2017. Your Company’sshares are traded in dematerialized segment for all investors compulsorily and yourCompany had entered into agreements with the Central Depository Services (India) Limited(CDSL) and National Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital market to ensure betterenforceability. The said regulations were effective 1st December 2015.Accordingly all listed entities were required to enter into the Listing Agreement withinsix months form the effective date. Your Company entered into Listing Agreement with BSELimited and the National Stock Exchange of India Limited during November 2015.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the designs or operations were observed.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for theefficient conduct of your Company’s business. Your Company adheres to good practiceswith respect to transactions and financial reporting and ensures that all its assets areappropriately safeguarded and protected against losses. The Internal Auditor of yourCompany conducts the audit on regular basis and the Audit Committee actively reviewsinternal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company’s assets fromloss or damage to keep constant check on the cost structure to prevent revenue leakagesto provide adequate financial and accounting controls and to implement accountingstandards.

Stakeholders Relationship:

Stakeholders’ relations have been cordial during the year. As a part ofcompliance your Company has Stakeholders Relationship Committee to consider and resolvethe grievances of security holders of your Company. There were no investors’grievances pending as on 31st March 2016. A confirmation to this effect hasbeen received from your Company’s Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to their Depository Participant.

Employee Stock Option Scheme (ESOP):

The details of the shares issued under ESOP as also the disclosures in compliance withthe Companies (Share Capital and Debentures) Rules 2014; {Clause 12 of the Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999} and Regulation 14 of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 are set out in the

"Annexure – A" & "Annexure -AA" to this Report.

No employee has been issued Options during the year equal to or exceeding 1% of theissued capital of your Company at the time of the grant.

Pursuant to the approval of the Members at the Extra Ordinary General Meeting held on12th January 2011 your Company adopted the Employees Stock Option Schemeviz. ‘TBZ ESOP 2011’. The Scheme has been in compliance with the relevantprovisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999. Your Company has granted total 208433 Equity Shares consisting of111309 Stock Options of Rs. 149.93 each and 97124 Restricted Stock Units (RSUs) at facevalue of Rs. 10 each which represents 0.42% of the pre-Issue paid up equity share capitalof your Company and 0.31% of the fully diluted post-Issue paid up equity share capital ofyour Company. These options were granted to seven employees of your Company. The grantedoptions will be vested in three tranches at the end of 12 months 24 months and 36 monthsfrom the date of grant of option or from the date of listing (i.e. from 9thMay 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option out of totalseven employees to whom ESOP were granted three employees have resigned and the total109048 Options consisting of 58235 Stock Options of Rs. 149.93 each and 50813Restricted Stock Units (RSUs) of Rs. 10 each which were granted to these employees werecancelled.

Your Company has received in principle approval for the balance granted Equity Sharestowards Listing of your Company’s 99385 Equity Shares consisting of 53074 StockOptions of Rs. 149.93 each and 46311 Restricted Stock Units (RSUs) of Rs. 10 each to beissued under pre-IPO Employees Stock Option Scheme viz. ‘TBZ ESOP 2011’ fromboth the Stock Exchanges viz. National Stock Exchange of India Limited (NSE) and BSELimited (BSE) and bearing reference no. NSE/LIST/201961-K dated 19th April2013 and reference no. DCS/IPO/NJ/ESOP-IP/051/2013-14 dated 23rd April 2013respectively.

On 6th June 2013 your Company has allotted 37328 Equity Shares to thoseemployees who have exercised their options under first tranche of ‘TBZ ESOP2011’ out of total 38843 vested Options under first tranche and the balance ofunexercised 1515 Stock Options were lapsed and got cancelled. Your Company’sadditional 37328 Equity Shares got Listed w.e.f. 11th June 2013 on receipt ofthe Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited(NSE) vide approval letter No. 20130610-11 dated 10th June 2013 and letterNo. NSE/LIST/206674-Q dated 11th June 2013 respectively.

Before starting of the vesting period of the second tranche of the Options (i.e. from 9thMay 2014) out of balance four employees who left after grant of first tranche to whomESOP were granted two employees have resigned and the total 20247 Options consisting of10812 Stock Options of Rs. 149.93 each and 9435 Restricted Stock Units (RSUs) of Rs. 10each which were granted to these employees were cancelled. After the first tranche ofallotment Equity Shares and cancellation of Options before starting of vesting period ofsecond tranche total net balance of 40295 Options consisting of 24572 Stock Options ofRs. 149.93 each and 15723 Restricted Stock Units (RSUs) of Rs. 10 each were yet to beexercised in second and third tranche of ‘TBZ ESOP 2011’.

On 10th June 2014 your Company has allotted 15905 Equity Shares to thoseemployees who have exercised their options under second tranche of ‘TBZ ESOP2011’ out of total 17288 vested Options under second tranche and the balance ofunexercised 1383 Stock Options were lapsed and got cancelled. Your Company’sadditional 15905 Equity Shares got Listed w.e.f. 18th June 2014 on receipt ofthe Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited(NSE) vide approval letter No. 20140617-13 dated 17th June 2014 and letterNo. NSE/LIST/242026-7 dated 17th June 2014 respectively.

On 15th June 2015 your Company has allotted 10720 Equity Shares to thoseemployees who have exercised their options under third tranche of ‘TBZ ESOP2011’ out of total 23007 vested Options under third tranche and the balance ofunexercised 12287 Stock Options were lapsed and got cancelled. Your Company’sadditional 10720 Equity Shares got Listed w.e.f. 25th June 2015 on receipt ofthe Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited(NSE) vide approval letter No. 20150624-23 dated 24th June 2015 andletter No. NSE/LIST/31205 dated 24th June 2015 respectively.

During the year the ESOP scheme (‘TBZ ESOP 2011) got closed and your Company didnot grant any fresh stock option to its employees. Henceforth information on stockoptions will be given only when fresh options are granted by your Company.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant toSection 129 and all other applicable provisions of the Companies Act 2013 and as per theapplicable Regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and prepared in accordance with the AccountingStandards (AS) – 21 and all other applicable Accounting Standards prescribed by theInstitute of Chartered Accountants of India in this regard.

Auditors’ Report:

The observations made in the Auditors’ Report read together with the relevantnotes thereon are self-explanatory and hence do not calls for any comment under Section134 of the Companies Act 2013.

The Auditors’ Report to the Members does not contain any qualification.

Statutory Auditors:

The Members at the 7th Annual General Meeting of your Company held on 24thSeptember 2014 had appointed M/s. B S R & Co. LLP (Firm Registration No.101248W/W-100022) Chartered Accountants Mumbai as a Statutory Auditors of your Companyto audit financial accounts for the four financial years from 2014 – 2015 to 2017– 2018 subject to rati-cation by the members at every AGM.

Your Company has received a letter from M/s. B S R & Co. LLP (Firm Registration No.101248W/W-100022) Chartered Accountants Mumbai as the Statutory Auditors therati-cation of appointment if made shall be within the limits prescribed under Section141(3)(g) of the Companies Act 2013 and they are not disqualified in terms of Section 141of the Companies Act 2013 and related Rules to continue as the Statutory Auditors of yourCompany for financial year 2016-2017. As required under Regulation 33(1)(d) of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.

Your Director propose rati-cation of appointment of M/s. B S R & Co. LLP (FirmRegistration No. 101248W/W-100022) Chartered Accountants Mumbai as the StatutoryAuditors of your Company for the financial year 2016-2017.

The Statutory Auditors have issued a clean report on the financials of your Company andhave not issued any qualifications for the financial year ended 31st March2016.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company has appointedM/s. Pramod S. Shah & Associates a firm of

Company Secretaries in Practice Mumbai to undertake the Secretarial Audit of yourCompany. The Report of the Secretarial Audit Report (in Form No. MR – 3) isannexed herewith as

"Annexure - C". Internal Audit:

The Board of Directors has re-appointed M/s. Aneja Associates Chartered Accountants asInternal Auditors of your Company for financial year 2016 – 2017.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend voting or otherwise.

Issue of shares (including sweat equity shares) to employees of your Company under anyscheme save and except ESOP (TBZ ESOP 2011) referred to in this Report.

Neither the Managing Director nor the Whole-time

Directors of your Company receive any remuneration or commission from any of its whollyowned subsidiaries.

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status andCompany’s operations in future.

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.

The Board place on record its appreciation for the support and co-operation yourCompany has been receiving from its investors customers vendors bankers financialinstitutions business associates Central & State Government authorities Regulatoryauthorities and Stock Exchanges.

Cautionary Statement:

Statement in the Board’s Report and the Management Discussion and Analysisdescribing your Company’s objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence your Company’s operations include global and domestic demand andsupply conditions affecting selling price of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

Pre- IPO Employees Stock Option Scheme (‘TBZ ESOP 2011’)

Statement as on 31st March 2016 pursuant to Clause 12 (Disclosure in theDirectors’ Report) of the Securities and Exchange Board of India (Employees StockOption Scheme and Employees Stock Purchase Scheme) Guidelines 1999:

Particulars 2012 – 2013 2013 – 2014 2014 – 2015 2015 – 2016
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
(a) Options granted (on 12th January 2011 – Pre IPO) 111309 (as on 12.01.2011) 97124 (as on 12.01.2011) 111309 (as on 12.01.2011) 97124 (as on 12.01.2011) 111309 (as on 12.01.2011) 97124 (as on 12.01.2011) 111309 (as on 12.01.2011) 97124 (as on 12.01.2011)
(outstanding at the beginning of every year) 111309 (as on 01.04.2012) 97124 (as on 01.04.2012) 53074 (as on 01.04.2013) 46311 (as on 01.04.2013) 24572 (as on 01.04.2014) 15723 (as on 01.04.2014) 12287 (as on 01.04.2015) 10720 (as on 01.04.2015)
(b) The pricing formula

Under the Scheme all the options were granted prior to the listing of the Equity Shares of your Company. These options were granted at a discount to the annual valuation. Rs. 149.93

Face Value of the Equity Share. Rs. 10

Under the Scheme all the options were granted prior to the listing of the Equity Shares of your Company. These options were granted at a discount to the annual valuation. Rs. 149.93

Face Value of the Equity Share. Rs. 10

Under the Scheme all the options were granted prior to the listing of the Equity Shares of your Company. These options were granted at a discount to the annual valuation. Rs. 149.93

Face Value of the Equity Share. Rs. 10

Under the Scheme all the options were granted prior to the listing of the Equity Shares of your Company. These options were granted at a discount to the annual valuation. Rs. 149.93

Face Value of the Equity Share. Rs. 10

(c) Options vested NIL NIL 17690 21153 12285 5003 12287 10720
(d) Options exercised NIL NIL 16175 21153 10902 5003 NIL 10720
(e) The Total number of shares arising as a result of exercise of options NIL NIL 16175 21153 10902 5003 NIL 10720
(f) Options lapsed (*) 58235 50813 12327 9435 1383 NIL 12287 NIL
(g) Variation of terms of options N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
(h) Money realized by exercise of options NIL NIL Rs. 2425117.75 Rs. 211530 Rs. 1634536.86 Rs. 50030 NIL Rs. 107200
(i) Total number of options in force 53074 46311 24572 15723 12287 10720 NIL NIL
(j) Employee wise details of options granted Please refer to Note No. 1 Please refer to Note No. 1 Please refer to Note No. 2 Please refer to Note No. 2 Please refer to Note No. 3 Please refer to Note No. 3 Please refer to Note No. 4 Please refer to Note No. 4
(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with [Accounting Standard (AS) 20 ‘Earnings Per Share’] Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.15 of Notes to Accounts of Standalone Financial Statement
(l) Where your Company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of your Company shall also be disclosed Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement
(m) Weighted- average exercise prices and weighted- average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock Stock Options not exercised on 31st March 2013 Restricted Stock Units (RSUs) not exercised on 31st March 2013 Weighted average earning prices of Rs. 149.93. Weighted average fair values of Rs. 157 Weighted average earning prices of Rs. 10. Weighted average fair values of Rs. 157 Weighted average earning prices of Rs. 149.93. Weighted average fair values of Rs. 157 Weighted average earning prices of Rs. 10. Weighted average fair values of Rs. 157 Weighted average earning prices of Rs. 149.93. Weighted average fair values of Rs. 157 Weighted average earning prices of Rs. 10. Weighted average fair values of Rs. 157
(n) A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted- average information Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method Intrinsic Value Method
(i) risk-free interest rate 8.03% 8.03% 8.03% 8.03% 8.03% 8.03% 8.03% 8.03%
(ii) expected life (years) (from date of Listing of Equity Shares on Stock Exchanges) 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years
(iii) expected volatility 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
(iv) expected dividends The shares issued under Stock Options rank pari passu with the existing shares. The shares issued under Restricted Stock Units (RSUs) rank pari passu with the existing shares. The shares issued under Stock Options rank pari passu with the existing shares. The shares issued under Restricted Stock Units (RSUs) rank pari passu with the existing shares. The shares issued under Stock Options rank pari passu with the existing shares. The shares issued under Restricted Stock Units (RSUs) rank pari passu with the existing shares. The shares issued under Stock Options rank pari passu with the existing shares. The shares issued under Restricted Stock Units (RSUs) rank pari passu with the existing shares.
(v) the price of the underlying share in market at the time of options granted Not Listed at time of Stock Options granted Not Listed at time of Restricted Stock Units (RSUs) granted Not Listed at time of Stock Options granted Not Listed at time of Restricted Stock Units (RSUs) granted Not Listed at time of Stock Options granted Not Listed at time of Restricted Stock Units (RSUs) granted Not Listed at time of Stock Options granted Not Listed at time of Restricted Stock Units (RSUs) granted

(f) (*) Options lapsed were due to cancellation of Options on leaving the employmentdue to resignation by the eligible employees and also on non-exercise of options by theeligible employees.

Note No. 1

(j) Employee wise details of options granted (as on 31st March 2013):

(i) Senior Managerial Personnel:

Name Designation No. of Options Granted No. of Options Outstanding
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Mr. Prem Hinduja CEO 19657 17152 19657 17152
Mr. Divyesh Shah Group Head- Retail 17200 15008 17200 15008
Mr. Kiran Dixit Group Head- Advertising & Marketing 10320 9005 10320 9005

(ii) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year:

Name Designation No. of Options Granted No. of Options Outstanding
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Ms. Jigna Vyas Sr. Manager- Diamond Operation 5897 5146 5897 5146

(iii) Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company at the time of grant: None.

Note No. 2

(j) Employee wise details of options granted (as on 31st March 2014):

(i) Senior Managerial Personnel:

Name Designation No. of Options Granted No. of Options Outstanding
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Mr. Prem Hinduja CEO 19657 17152 13105 5717
Mr. Divyesh Shah Group Head- Retail 17200 15008 11467 10006

(ii) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year: None.

(iii) Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company at the time of grant: None.

Note No. 3

(j) Employee wise details of options granted (as on 31st March 2015):

(i) Senior Managerial Personnel:

Name Designation No. of Options Granted No. of Options Outstanding
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Mr. Prem Hinduja CEO 13105 5717 6553 5717
Mr. Divyesh Shah Group Head- Retail 11467 10006 5734 5003

(ii) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year: None.

(iii) Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company at the time of grant: None.

Note No. 4

(j) Employee wise details of options granted (as on 31st March 2016):

(i) Senior Managerial Personnel:

Name Designation No. of Options Granted No. of Options Outstanding
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Mr. Prem Hinduja CEO 6553 5717 NIL NIL
Mr. Divyesh Shah Group Head- Retail 5734 5003 NIL NIL

(ii) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year: None.

(iii) Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company at the time of grant: None.

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)

ANNEXURE ‘AA’TO DIRECTORS’ REPORT

PRE- IPO EMPLOYEES STOCK OPTION SCHEME -‘TBZ ESOP 2011’-

[Details of Employees Stock Option Scheme (ESOS) as on 31st March 2016pursuant to the requirements under Regulation 14 (Disclosures by the Board of Directors)of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014]

Your Company has only one Employee Stock Option Scheme viz. Pre - IPO Employees StockOption Scheme (‘TBZ ESOP 2011’).

The ESOS (ESOP) is in compliance with the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014.

The following details have been disclosed on your Company’s website at:http://www.tbztheoriginal.com/pdf/ESOP-Disclosure(15-16).pdf

A. Relevant disclosures in terms of the ‘Guidance note on accounting for employeeshare-based payments’ issued by ICAI or any other relevant accounting standards asprescribed from time to time.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under theregulations shall be disclosed in accordance with ‘Accounting Standard 20 - EarningsPer Share’ issued by ICAI or any other relevant accounting standards as prescribedfrom time to time.

Details related to ESOS / ESOP:

Your Company has only one Stock Option Scheme viz. Pre- IPO Employees Stock OptionScheme (‘TBZ ESOP 2011’). During the financial year 2015 – 2016 the thirdand last tranche was vested and exercised by the grantees and total 10720 Equity Shareswere allotted by the Board on 15th June 2015. As on date of 31stMarch 2016 your Company do not have any open ESOS/ESOP.

(i) The general terms and conditions of the same are given below:

Description TBZ ESOP 2011
(a) Date of shareholders’ approval 12th January 2011
(b) Total number of options approved under ESOS 208433 Options (comprising of 111309 Stock Options and 97124 RSUs)
(c) Vesting requirements The Options and RSUs granted under TBZ ESOP 2011 shall vest in one or more tranches so long as the holder of the Options or RSUs as the case may be continues to be in the employment/ Directorship of your Company or Subsidiary as the case may be. The Options and RSUs granted under TBZ ESOP 2011 would vest after the expiry of one year from date of grant of Options or RSUs as the case may be.
(d) Exercise price or pricing formula Stock Options Restricted Stock Units (RSUs)
Under the Scheme all the options were granted prior to the listing of the Equity Shares of your Company. These options were granted at a discount to the annual valuation. Face Value of the Equity Share.
Rs. 149.93 Rs. 10
(e) Maximum term of options granted The Options and RSUs granted pursuant to TBZ ESOP 2011 were granted in three tranches. The maximum term of Options or RSUs granted as the case may be is as follows:
The first/ second/ third year of the later of (i) the Date of Grant or (ii) the date of listing of the Equity shares of your Company on the BSE and the NSE. Primary
(f) Source of shares (primary secondary or combination)
(g) Variation in terms of options N.A.

(ii) Method used to account for ESOS – Intrinsic Value Method

(iii) Where your company opts for expensing of the options using the intrinsic value ofthe options:

Where your Company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of your Company shall also be disclosed. Please refer to Note No. 30.2 of Notes to Accounts of Standalone Financial Statement

(iv) Options movement during the year:

Particulars Stock Options Restricted Stock Units (RSUs)
Number of options outstanding at the beginning of the period 12287 10720
Number of options granted during the year NIL NIL
Number of options forfeited/ lapsed during the year 12287 NIL
Number of options vested during the year 12287 10720
Number of options exercised during the year NIL 10720
Number of shares arising as a result of exercise of options NIL 10720
Money realized by exercise of options (INR) if the scheme is implemented NIL Rs. 107200
directly by your Company
Loan repaid by the Trust during the year from exercise price received N.A. N.A.
Number of options outstanding at the end of the year NIL NIL
Number of options exercisable at the end of the year NIL NIL

(v) Weighted-average exercise prices and weighted-average fair values of options whoseexercise price either equals or exceeds or is less than the market price of the stock:

Particulars Stock Options Restricted Stock Units
(RSUs)
Weighted-average exercise prices and weighted-average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock Weighted average earning prices of Rs. 149.93. Weighted average earning prices of Rs.10.
Weighted average fair values of Rs. 157. Weighted average fair values of Rs. 157.

(vi) Employee wise details (name of employee designation number of options grantedduring the year exercise price) of options granted (as on 31st March 2016):

(a) Senior Managerial Personnel:

Name Designation No. of Options Granted Exercise Price
Stock Options Restricted Stock Units (RSUs) Stock Options Restricted Stock Units (RSUs)
Mr. Prem Hinduja CEO 6553 5717 Rs. 149.93 Rs. 10
Mr. Divyesh Shah Group Head- Retail 5734 5003 Rs. 149.93 Rs. 10

(b) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year: None.

(c) Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company at the time of grant: None.

(vii) A description of the method and significant assumptions used during the year toestimate the fair value of options including the following information:

Particulars Stock Options Restricted Stock Units (RSUs)
The weighted-average values of share price Weighted average earning prices of Rs. 149.93. Weighted average earning prices of Rs. 10.
Weighted average fair values of Rs. 157. Weighted average fair values of Rs. 157.
Exercise price Rs. 149.93 Rs. 10
Expected volatility 0.00% 0.00%
Expected option life 3 years 3 years
(2015 - 2016 is the last year of Stock Options) (2015 - 2016 is the last year of RSUs)
Expected dividends The shares issued under Stock Options rank pari passu with the existing shares. The shares issued under Restricted Stock Units (RSUs) rank pari passu with the existing shares.
The risk-free interest rate 8.03% 8.03%
Any other inputs to the model N.A. N.A.
The method used and the assumptions Intrinsic Value Method Intrinsic Value Method
made to incorporate the effects of expected early exercise N.A. (Pre IPO – Stock Options granted on 12.01.2011) N.A. (Pre IPO – RSUs granted on 12.01.2011)
How expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility N.A. (Pre IPO – Stock Options granted on 12.01.2011) N.A. (Pre IPO – RSUs granted on 12.01.2011)
Whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition. N.A. (Pre IPO – Stock Options granted on 12.01.2011) N.A. (Pre IPO – RSUs granted on 12.01.2011)

Disclosures in respect of grants made in three years prior to IPO under each ESOS/ESOP:

All Stock Options as well as Restricted Stock Units (RSUs) granted in the three yearsprior to the IPO have been exercised or have lapsed. As on date of 31st March2016 your Company do not have any open ESOS/ ESOP.

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)

ANNEXURE ‘B’ TO DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIALYEAR 2015 - 2016

1. A brief outline of the Company’s CSR policy including overview of projectsor programmes proposed to be undertaken and a reference to the web-link to the CSR policyand projects or programmes.

The policy on Corporate Social Responsibility (CSR) is adopted by your Company to alignits philosophy to initiate measures and pursue socially useful programmes with theobjectives and activities of CSR envisaged and incorporated in the Companies Act 2013 andthe rules made thereunder. The CSR initiatives focus on holistic development of hostcommunities and create social environmental and economic value to the society.

Your Company’s Corporate Social Responsibility Policy (CSR Policy) provides forcarrying out CSR activities in the various area covered under Schedule VII of the Actsuch as (a) ‘Promoting Healthcare including Preventive Healthcare’ which isfalling under item (i) of Schedule VII of the Act; (b) ‘Promoting Education’which is falling under item (ii) of Schedule VII of the Act; and (c) ‘Promotinggender equality and women’s empowerment’ which is falling under item (iii) ofSchedule VII of the Act. Your Company has made CSR Contribution to (1) Manav Mandir Trustof Rs. 3000000 for promoting Education; (2) Sneha (Society for NutritionEducation & Health Action) of Rs. 3406327 for the cause of promoting gender equalityand women’s empowerment; (3) Cancer Patient Aid Association (CPAA) of Rs. 150000 forPromoting Healthcare including Preventive Healthcare; (4) West Wind Association ofRs. 50000 for promoting Education; and (5) Our Lady of Dolours’ High Schoolof Rs. 16220 for promoting Education. These NGO’S/ organization carry out projectsare largely in accordance with Schedule VII of the Companies Act 2013.

The CSR spend may be carried out by way of donation to the corpus of the aboveorganization or expenditure towards specific project being undertaken by any of theorganization.

Web-link to the CSR Policy of your Company: http://tbztheoriginal.com/pdf/TBZ-%20CSR%20Policy%20-%2004.08.2014.pdf

2. Composition of the CSR Committee
Mr. Shrikant Zaveri Chairman (Chairman & Managing Director)
Mr. Ajay Mehta Member (Independent Director)
Ms. Binaisha Zaveri Member (Whole-time Director)
Ms. Raashi Zaveri Member (Whole-time Director)

3. Average net profit of the Company for last three financial years:

Average net profit: Rs. 820160994

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

Your Company is required to spend Rs. 16403220 towards CSR activities.

5. Details of CSR spend for the financial year: a. Total amount spent for thefinancial year: Rs. 6622547 b. Amount unspent if any: balance Amount Rs.9780673 c. Manner in which the amount spent during the financial year 2015 - 2016 isdetailed below:

CSR Projects or Activities identified Sector in which the Project is covered Project or programs – Local area or other Locations District (State)

Amount outlay (Budget) Project or Programs wise Rs. in Lakhs

Amount Spent on the project or programs 1.Direct Expenditure on Projects or programs 2.Overheads Rs. in Lakhs

Cumulative Expenditure upto reporting period Rs. in Lakhs

Amount spent: Direct or through implementing agency* Rs. in Lakhs

1 Manav Mandir Trust For providing better Infrastructure and Amenities to students. {The CSR contribution made to Manav Mandir Trust for promoting Education at "Smt. N.R.P. Sheth Multipurpose High School" a co- educational institution to impart education through Maharashtra State Board syllabus to the children residing in South Mumbai. The Educational Board is having CBSE A-liation. The CSR contribution by the Company will be used to give better infrastructure and amenities to their students.} Promoting Education Clause (ii) Maharashtra (Mumbai)

30.00

30.00

30.00

30.00 Implementing Agency (1)

2 Sneha (Society for Nutrition Education & Health Action) Prevention of violence against women and children. {The CSR contribution made to ‘Sneha’ which is a secular Mumbai- based non-profit making organization and working in hospitals of Mumbai and Thane. The CSR contribution will be used for prevention of violence against women and children counseling to the victims and to respond to crimes against women so as to ensure women live a life free from violence.} Promoting gender equality and empowering women Clause (iii) Maharashtra (Mumbai & Thane)

68.12654

28.61327 5.45

34.06327

34.06327 Implementing Agency (2)

3 Cancer Patients Aid Association (CPAA) Providing medical and radiation treatment to poor cancer patient. {The CSR contribution made to ‘Cancer Patients Aid Association’ (CPAA) which is a registered charitable NGO which is working towards the "Total Management of Cancer" as a disease. The CSR Contribution amount will be used by the NGO for giving medical and radiation treatment to many poor cancer patients.} Promoting Healthcare including Preventive Healthcare Clause (i) Maharashtra (Pune) 1.50 1.50 1.50 1.50 Implementing Agency (3)
4 West Wind Association For providing better Infrastructure and Amenities to students. {The CSR contribution made to ‘West Wind Association’ which will be used for the ‘West Wind School’. The school is cooperative non-profit institution devoted exclusively to the intellectual and emotional well-being of the child with mothers playing a pivotal role in administration. This contribution will be utilized by the West Wind Association Mumbai for Promotion of Education including better infrastructure and amenities for the students.} Promoting Education Clause (ii) Maharashtra (Mumbai) 0.50 0.50 0.50 0.50 Implementing Agency (4)
5 Our Lady Of Dolours’ High School School Fees payment of poor student. {The CSR contribution made to ‘Our Lady Of Dolours’ High School which is an English medium school and it is affiliated to the State board. The school is a co-educational school and it has classes from 1 to 10. The said CSR contribution will be used to pay the fees of a needy student of the School for the Academic Year 2015-2016.} Promoting Education Clause (ii) Maharashtra (Mumbai) 0.1622 0.1622 0.1622 0.1622 Implementing Agency (5)
Total Amount 100.28874 66.22547 66.22547 66.22547

(*) Details of Implementing Agencies: (1) Manav Mandir Trust;

(2) Sneha (Society for Nutrition Education & Health Action); (3) Cancer Patient AidAssociation (CPAA); (4) West Wind Association; and (5) Our Lady of Dolours’ HighSchool.

During the financial year ended 31st March 2016 your Company had spentamount in CSR activities undertaken mostly in Mumbai and one activity in Pune where yourCompany’s showrooms are located.

6. In case of the Company has failed to spend the two percent of the average netprofit of the last three financial years or any past thereof the Company shall providethe reasons for not spending the amount in its Board Report

Reason for short spent for financial year 2015 - 2016:

Your Company is fully committed to make contributions towards CSR activities of theCompany as per the requirement of Section 135 of the Companies Act 2013. As this beingthe second year of the CSR activity of your Company has contributed with an amount Rs.6622547 for the financial year 2015 – 2016 instead of the required contributionamount of Rs. 16403220 (i.e. 2% of the average net profit of your Company madeduring the three immediately preceding financial year). Your Company has not spent balanceCSR contribution amount of Rs. 9780673. As the financial year 2015 – 2016 being thesecond year of CSR activity of your Company the members of the CSR Committee as well asthe members of the Board has decided to go ahead with CSR activities with proper researchand planning and decided not to make balance required contribution as stated above inhaste but decided to make the required contribution as and when your Company finds properprojects or area in the coming financial years. Your Company has entered into Memorandumof Understanding (MOU) with Sneha (Society for Nutrition Education & Health Action)under which your Company has contributed Rs. 3406327 for the year 2015 - 2016 and shallcontribute further Rs. 3406327 for the year 2016 - 2017. Your Company is fully committedto participate whole heartedly under the CSR Activities.

During the year your Company has also made contribution of Rs. 21 Lakhs to PrimeMinister National Relief Fund (PMNRF) but the members of CSR Committee as well as Boardin their meeting held on 12th May 2015 have decided to take that contributionas contribution for the financial year 2014 – 2015 and not in the year in which itwas contributed. Hence the CSR Contribution made of Rs. 21 Lakhs has not been consideredduring calculating the contribution of 2015 – 2016.

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company

The Responsibility Statement of the Corporate Social Responsibility Committee (CSRCommittee) of the Board of Directors of your Company is reproduced below:

"The implementation and monitoring of Corporate Social Responsibility (CSR)Policy is in compliance with objectives and policy of your Company."

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai Chairman - CSR Committee Member - CSR Committee
(DIN: 00263725) (DIN: 00713688)

ANNEXURE ‘C’ TO DIRECTORS’ REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

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

To

The Members

Tribhovandas Bhimji Zaveri Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Tribhovandas Bhimji ZaveriLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2016 according to the provisions of: (i) The Companies Act 2013 (the Act) and the rulesmade thereunder; (ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’)and the rules made thereunder; (iii) The Depositories Act 1996 and the Regulations andBye-laws framed thereunder; (iv) The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act 1992 (‘SEBI Act’):-(a) TheSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011 as amended from time to time; (b) The Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 as amended from time to time; (c)The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 as amended from time to time.

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

(i) The Listing Agreements entered into by the Company with BSE Limited (Bombay StockExchange) and NSE Limited (National Stock Exchange); (ii) Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 (with effect from1st December 2015); (iii) Secretarial Standards issued by The Institute ofCompany Secretaries of India (SS-1 & SS-2).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

During the period of Audit all the decisions in the Board Meetings were carried outunanimously.

We have relied on the representation made by the Company its Officers and Reports ofthe Statutory Auditor for systems and mechanism framed by the Company for compliancesunder other Acts Laws and Regulations applicable to the Company as listed in Annexure 1.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. (As mentioned above and listed inAnnexure I)

We further report that during the audit period there were no specific events/actions having a major bearing on the Company’s affairs.

Place: Mumbai Pramod S. Shah-Partner
Date: 26th April 2016 Pramod S. Shah & Associates
FCS No.: 334
C P No.: 3804

Annexure I

1. Employees’ Provident Fund Act 1952 and Rules

2. Professional Tax Act 1975 and Rules

3. Payment of Gratuity Act 1972

4. Apprentices Act 1961

5. Contract Labour (R&A) Act 1970

6. Employment Exchanges (Compulsory Notification of vacancies) Act 1959

7. Employees State Insurance Act 1948

8. Equal Remuneration Act 1976

9. Minimum Wages Act 1948 10. Payment of Bonus Act 1965 11. Shop and EstablishmentAct 1948 12. Income Tax Act 1961 13. Finance Act 1994 14. Labour Welfare Fund Act 195315. Maternity Benefit Act 1961 16. Factories Act 1948 17. Industrial Dispute Act l94718. The Workmen’s Compensation Act 1923 19. The Payment of Wages Act 1936 20. TheTrade & Merchandise Marks Act l958 21. Welfare Fund (Amendment) Act 1970 22. TheMotor Vehicles Act 1988 23. Profession Tax Act 1975

24. L.B.T / Octroi Act for states (Municipal Corporation Act for states) 25. CentralExcise Act 1944 26. Standard Weights & Measures Act 1976 27. lndian Performance Act28. Bureau of lndian Standard (BIS) (Hallmarking) 29. Design Act 2000

ANNEXURE ‘E’ TO DIRECTORS’ REPORT

Nomination Remuneration and Evaluation Policy

The Remuneration Committee of Tribhovandas Bhimji Zaveri Limited ("theCompany" or "TBZ") was constituted on 14th December 2010consisting of three Independent Directors. In order to align with the provisions of theCompanies Act 2013 and the Listing Agreement the Board on 19th May 2014renamed the "Remuneration Committee" as "Nomination and RemunerationCommittee".

This Nomination Remuneration and Evaluation Policy (the "Policy") applies tothe Board of Directors ("Board") Key Managerial Personnel ("KMP") andthe Senior Management Personnel of Tribhovandas Bhimji Zaveri Limited.

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable Rules thereto and Clause 49 under the Listing Agreement and incompliance with the Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Requirements 2015.

1. OBJECTIVE

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors Key Managerial Personnel (KMP)and o-cials comprising the Senior Management. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors Key Managerial Personnel (KMP) andSenior Management.

The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management;

1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board;

1.3. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management;

1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations;

1.5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage;

1.6. To devise a policy on Board diversity;

1.7. To develop a succession plan for the Board and to regularly review the plan.

2. DEFINITIONS

2.1. "Act" means the Companies Act 2013 and Rules framed thereunderas amended from time to time.

2.2. "Board" means the Board of Directors of the Company.

2.3. "Directors" mean the Directors of the Company.

2.4. "Key Managerial Personnel" or "KMP" means: (i)Managing Director or Chief Executive Officer or the Manager and in their absenceWhole-time Director; (ii) Company Secretary; (iii) Chief Financial Officer; (iv) Suchother officers as may be prescribed.

2.5. "Senior Management Personnel" mean personnel of the Company whoare members of its core management team excluding Board of Directors comprising allmembers of management one level below the Executive Directors including functional heads.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee:

The Committee shall:

3.1.1. Formulate the criteria for determining qualifications positive attributes andindependence of a Director;

3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy;

3.1.3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

3.2. Policy for appointment and removal of Director Key Managerial Personnel (KMP) andSenior Management:

3.2.1. Appointment criteria and qualifications:

(a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.

(b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

(c) TheCompanyshallnotappointorcontinue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a Special Resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

3.2.2. Term / Tenure: a) Managing Director / Whole-time Director: The Company shallappoint or re-appoint any person as its Executive Chairman Managing Director or ExecutiveDirector for a term not exceeding five years at a time. No re-appointment shall be madeearlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a SpecialResolution by the Company and disclosure of such appointment in the Board’s Report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3. Evaluation:

The Committee shall carry out evaluation of performance of every Director KeyManagerial Personnel (KMP) and Senior Management Personnel at regular interval (yearly).

3.2.4. Removal:

Due to reasons of any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director Key Managerial Personnel(KMP) or Senior Management Personnel subject to the provisions and compliance of the saidAct Rules and Regulations.

3.2.5. Retirement:

The Director Key Managerial Personnel (KMP) and Senior Management Personnel shallretire as per the applicable provisions of the Act and the prevailing policy of theCompany. The Board will have the discretion to retain the Director Key ManagerialPersonnel (KMP) and Senior Management Personnel in the same position / remuneration orotherwise even after attaining the retirement age for the benefit of the Company.

3.3. Policy relating to the Remuneration for the Whole-time Director Key ManagerialPersonnel (KMP) and Senior Management Personnel

3.3.1. General:

(a) The remuneration / compensation / commission etc. to the Whole-time Director KeyManagerial Personnel (KMP) and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission etc. of the Directors shall be subject to the prior/post approval of theshareholders of the Company and Central Government wherever required.

(b) The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company if any and as per the provisions of the Act and the Rulesframed thereunder.

(c) Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

(d) Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary Senior ManagementPersonnel and any other employees for indemnifying them against any liability the premiumpaid on such insurance shall not be treated as part of the remuneration payable to anysuch personnel. Provided that if such person is proved to be guilty the premium paid onsuch insurance shall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director Key ManagerialPersonnel (KMP) and Senior Management Personnel: (a) Fixed pay: The Whole-time Director/Key Managerial Personnel (KMP) and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakups of the pay scale as per the HR Policy of the Company and shall bedecided and approved by the Board/ the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Government(in case of Whole-time Directors) wherever required.

(b) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V and all other applicable provisions of the Act and if it is notable to comply with such provisions with the prior approval of the Central Government.

(c) Provisions for excess remuneration: If any Whole-time Director draws or receivesdirectly or indirectly by way of remuneration any such sums in excess of the limitsprescribed under the Act or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

3.3.3. Remuneration to Non-Executive / Independent Director: (a) Remuneration /Commission: The remuneration / commission shall be fixed as per the slabs and conditionsmentioned in the Articles of Association of the Company if any and the Act and asapproved by the Shareholders.

(b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Act / Central Government from time to time.

(c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

(d) Stock Options:

An Independent Director shall not be entitled to any Stock Option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum three (3) Non-Executive Directorsmajority of them being Independent Directors.

4.2 Minimum three (3) members shall constitute a quorum for the Committee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

7. COMMITTEE MEMBERS’ INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

9.2 In the case of equality of votes the Chairman of the meeting will have a castingvote.

10. DUTIES OF COMMITTEE IN RELATION TO NOMINATION (NOMINATION DUTIES)

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

10.2 Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement byrotation.

10.4 Determining the appropriate size diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

10.6 Developing a succession plan for the Board Key Managerial Personnel (KMP) andSenior Management and regularly reviewing the plan;

10.7 Evaluating the performance of the Board members Key Managerial Personnel (KMP)and Senior Management in the context of the Company’s performance from business andcompliance perspective;

10.8 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

10.9 Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matter as decided by the Board.

11. DUTIES OF COMMITTEE IN RELATION TO REMUNERATION (REMUNERATION DUTIES)

The duties of the Committee in relation to remuneration matters include:

11.1 To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

11.2 To approve the remuneration of the Senior Management including Key ManagerialPersonnel (KMP) of the Company maintaining a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany.

11.3 To delegate any of its powers to one or more of its members or the Secretary ofthe Committee.

11.4 To consider any other matter as decided by the Board.

11.5 Professional indemnity and liability insurance for Directors Key ManagerialPersonnel (KMP) and Senior Management.

12. EVALUATION / ASSESSMENT OF DIRECTORS KEY MANAGERIAL PERSONNEL (KMP) AND SENIORMANAGEMENT OF THE COMPANY

The evaluation / assessment of the Directors Key Managerial Personnel (KMP) and theSenior Management of the Company are to be conducted on an annual basis and to satisfy therequirements of the Listing Agreement.

The following criteria may assist in determining how effective the performances of theDirectors/KMPs/ Senior Management have been: 12.1 Leadership & stewardship abilities.

12.2 Contributing to clearly define corporate objectives & plans.

12.3 Communication of expectations & concerns clearly with subordinates.

12.4 Obtain adequate relevant & timely information from external sources.

12.5 Review & approval achievement of strategic and operational plans objectivesbudgets.

12.6 Regular monitoring of corporate results against projections.

12.7 Identify monitor & mitigate significant corporate risks.

12.8 Assess policies structures & procedures.

12.9 Direct monitor & evaluate KMPs Senior Management.

12.10 Review management’s succession plan.

12.11 Effective meetings.

12.12 Assuring appropriate board size composition independence structure.

12.13 Clearly defining roles & monitoring activities of committees.

12.14 Review of corporation’s ethical conduct.

Evaluation on the aforesaid parameters will be conducted by the Independent Directorsfor each of the Executive/Non-Independent Directors in a separate meeting of theIndependent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directorswill evaluate/ assess each of the Independent Directors on the aforesaid parameters. Onlythe Independent Director being evaluated will not participate in the said evaluationdiscussion.

13. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

14. AMENDMENT IN LAW

Any subsequent amendment/ modification in the Listing Agreement and / or otherapplicable Laws Rules and Regulations in this regard shall automatically apply to thisPolicy.

ANNEXURE ‘F’ TO DIRECTORS’ REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197-12- OF THE COMPANIESACT 2013 READ WITH RULE 5-1- OF THE COMPANIES -APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL- RULES 2014 FOR THE FINANCIAL YEAR 2015 - 2016:

(i) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer and Company Secretary during the financial year 2015 – 2016ratio of the remuneration of each Director to the median remuneration of the employees ofyour Company for the financial year 2015 – 2016 and the comparison of remuneration ofeach Key Managerial Personnel (KMP) against the performance of your Company are as under:

Sr. No. Name of Director / KMP and Designation Remuneration of Directors/ KMP for Financial Year 2015-16 (Rs. in Lakhs) % Increase/ (Decrease) in Remuneration in the Financial Year 2015-16 Ratio of Remuneration of each Director/ to median remuneration of employee Comparison of the Remuneration of the KMP against the performance of the Company (As a % revenue of Rs. 165477.73 Lakhs) Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Shrikant Zaveri Executive Chairman & Managing Director 120.00 (26.95%) 50.63 0.073% Profit before Tax decreased by 154.69% and Profit after
2 Ms. Binaisha Zaveri Whole-time Director 36.00 (55.98%) 15.19 0.022% Tax decreased by 188.82% in
3 Ms. Raashi Zaveri Whole-time Director 36.00 (55.98%) 15.19 0.022% financial year 2015 – 2016
4 Mr. Kamlesh Vikamsey Independent Director 1.70 (85.71%) 0.72 0.001%
5 Mr. Ajay Mehta Independent Director 3.00 (76.38%) 1.27 0.002%
6 Mr. Sanjay Asher Independent Director 1.30 (88.70%) 0.55 0.001%
7 Mr. Prem Hinduja (*) Chief Executive Officer 173.62 106.45% Not Applicable 0.105% Profit before Tax decreased by 154.69%
8 Mr. Saurav Banerjee Chief Financial Officer 76.78 19.59% Not Applicable 0.046% and Profit after
9 Mr. Niraj Oza Head Legal & Company Secretary 25.36 23.26% Not Applicable 0.015% Tax decreased by 188.82% in financial year 2015 – 2016

Remuneration for the Executive Directors and Key Managerial Personnel (KMP) in thetable above is based on Cost To Company (CTC).

(*) Mr. Prem Hinduja Chief Executive Officer of your Company retired from servicesw.e.f. 10th September 2015. His current year remuneration is paid till 10thSeptember 2015 and the total amount also includes his retirement benefits which includesgratuity and leave encashment.

(ii) The median remuneration of employees of your Company during the financial year wasRs. 237007. (iii) In the financial year there was an increase of 0.77% in the medianremuneration of employees. (iv) There were 1501 permanent employees on the rolls of yourCompany as on 31st March 2016.

(v) Relationship between average increase in remuneration and company performance:- TheProfit before Tax for the financial year ended 31st March 2016decreased by 154.69% whereas the increase in the remuneration was 9.01%.

The Performance of the Company declined looking at the overall market conditionseconomic slowdown and low demand. However average remuneration increase is in linewith industry standard and to retain talent.

(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of your Company:

The total remuneration of Key Managerial Personnel increased by 63.29% from Rs. 168.87Lakhs in 2014 – 2015 to Rs. 275.75 Lakhs in 2015 – 2016 whereas the Profitbefore Tax decreased by 154.69% to Rs. (2159.60) Lakhs in 2015 – 2016 (Rs. 3948.95Lakhs in 2014 – 2015).

(vii) (a) Variations in the market capitalization of your Company: The marketcapitalization as on 31st March 2016 was Rs. 39070.78 Lakhs (Rs.97811.37 Lakhs as on 31st March 2015).

(b) Price Earnings ratio of your Company was (16.87) as at 31st March 2016and was 37.59 as at 31st March 2015.

(c) Percent increase over/ decrease in the market quotations of the shares of yourCompany as compared to the rate at which your Company came out with the last public offerin the year – Your Company had come out with Initial Public O-er (IPO) in 2012. Anamount of Rs. 1000 invested in the said IPO would be worth Rs. 487.92 as on 31stMarch 2016 indicating a Compounded Annual de-growth Rate of 16.81%. This is excluding thedividend accrued thereon.

(viii) Average percentage increased made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015 – 2016 was 10.21% whereasdecrease in the managerial remuneration for the same financial year was 5.83%.

(ix) The key parameters for the variable component of remuneration availed in the formof Commission by the directors are considered by the Board of Directors based on therecommendations of the Nomination and Remuneration Committee as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees. (For the financialyear 2015 – 2016 none of the Executive Directors received any Commission).

(x) The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year – Not Applicable; and

(xi) It is hereby afirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)

ANNEXURE ‘G’ TO DIRECTORS’ REPORT

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197-12- OF THECOMPANIES ACT 2013 READ WITH RULE 5-2- OF THE COMPANIES -APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL- RULES 2014 FOR THEFINANCIAL YEAR 2015 - 2016

(A) Employed throughout the Financial Year 2015 - 2016:

Sr. No. Name Age (Years) Date of commencement of employment Gross Remuneration (in Rs.) Designation Educational Qualification Experience in Years Previous Employment
1 Shrikant Zaveri 56 24.07.2007 12000000 Executive Chairman & Managing Director Matriculation 34 Worked as Partner in the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri (joined in 1991)
2 Binaisha Zaveri 33 24.07.2007 3600000 Whole-time Director Bachelor’s degree in Marketing and Finance from Stern School of Business New York 12 Worked as Partner in the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri (Joined w.e.f. 01.01.2004)
3 Raashi Zaveri 29 01.07.2008 3600000 Whole-time Director Bachelor’s degree in Finance and Entrepreneurship from Kelly school of Business Indiana University and is a graduate Gemologist from Gemological Institute of America 8 Worked as Partner in the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri
4 Saurav Banerjee 50 17.02.2014 7677949 Chief Financial Officer B.Com (Hons) CA 26 Worked as CFO in Rosy Blue India Pvt. Ltd.
5 Rajeev Sagar 38 24.07.2007 8112972 Head - Gold Operations B.Com 16 Worked as employee in the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri (Joined w.e.f. 01.09.2000)
6 Mayur Choksi 47 01.10.2011 8238865 Head – Diamond Operation Matriculation 27 Worked as employee in Tribhovandas Bhimji Zaveri (Bombay) Limited (Joined w.e.f. 01.04.1997)
7 Divyesh Shah 42 24.07.2007 8429768 Group Head – Retail B.Com 19 Worked as employee in the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri (Joined w.e.f. 01.12.1997)

(B) Details of employee was employed for part of the Financial Year 2015 – 2016whose remuneration was falling under remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Sr. No. Name Age (Years) Date of commencement of employment Gross Remuneration (in Rs.) Designation Educational Qualification Experience inYears Previous Employment
1 Prem Hinduja (*)

64

24.07.2007

17361988

Chief Executive Officer Bachelor’s degree in Commerce from Mumbai University and a qualified CA CS & ICWA.

35

Worked in Kamat Hotels (I) Limited and Shaw Wallace Limited (Joined the erstwhile Partnership firm of M/s. Tribhovandas Bhimji Zaveri w.e.f. 01.10.2004)

(*) Mr. Prem Hinduja Chief Executive Officer of your .e.f. 10 w Companyretiredfromtheservices th September 2015.

(C) Details of employee who was employed throughout the financial year or part thereofwas in receipt of remuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by the managing directoror whole-time director or manager and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the Company:

Sr. No. Name Age (Years) Date of commencement of employment Gross Remuneration (in Rs.) Designation Educational Qualification Experience inYears Previous Employment
NIL NA NA NA NA NA NA NA

Notes:

1. Gross Remuneration shown above is subject to tax.

2. Remuneration includes:

For Chairman & Managing Director and Whole-time Directors – Remuneration inform of Minimum Remuneration.

For Chief Executive Officer - basic salary motor car allowance bonus variable payperquisite value of ESOP gratuity and leave encashment.

For Chief Financial Officer - basic salary perquisites bonus other allowances etc.

For others – basic salary perquisites bonus other allowances variable payetc. (In case of Mr. Divyesh Shah perquisite value of ESOP is also included).

3. In addition to the above remuneration the employees are entitled to Gratuity inaccordance with your Company’s rules.

4. The nature of employment is contractual for all the employees.

5. The date of commencement of employment have shown as 24th July 2007i.e. date of conversion of partnership firm into private limited company even though theDirectors/ Employee(s) who were with Company at the time of partnership firm.

6. Designation denotes the nature of duties also.

7. For Executive Directors the nature of Employment and terms and conditions aregoverned by the Board and Members Resolution.

8. Experience includes number of years of service elsewhere wherever applicable.

9. Mr. Shrikant Zaveri Chairman & Managing Director of your Company and Ms.Binaisha Zaveri and Ms. Raashi Zaveri Whole-time Directors of your Company beingfather and daughters respectively are related to each other. Ms. Binaisha Zaveri and Ms.Raashi Zaveri Whole-time Directors of your Company being sisters are related to eachother. None of the other employees is relative in the terms of provision of Section 2(77)of the Companies Act 2013 of any Director of your Company.

For and on behalf of the Board of Directors
Shrikant Zaveri Raashi Zaveri
Date: 2nd May 2016 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)