Your Directors have pleasure in presenting their 34th Annual Report on the business andoperations of your Company for the year ended 31st March 2017.
HIGHLIGHTS OF PERFORMANCE
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Turnover ||6830.32 ||5885.26 |
|Profit/(Loss) before Interest Depreciation & Taxation (PBIDT) ||75.97 ||100.62 |
|Interest ||- ||- |
|Profit/(Loss) before Depreciation & Taxation (PBDT) ||75.97 ||100.61 |
|Depreciation ||18.53 ||16.52 |
|Profit/(Loss) Before Tax and Extraordinary items (PBTE) ||57.44 ||84.09 |
|Extraordinary items ||- ||- |
|Profit/(Loss) Before Tax (PBT) ||57.44 ||84.09 |
|Provision for Taxation / (Deferred Tax) ||3.41 ||(9.17) |
|Profit/(Loss) After Tax (PAT) (A) ||54.03 ||93.26 |
|Balance brought forward from previous year ||1153.42 ||1096.27 |
|Less: Adjustments due to change in depreciation method ||00.00 ||00.00 |
|Balance after adjustment (B) ||1153.42 ||1096.27 |
|Profit available for appropriation (A+B) ||1207.45 ||1189.53 |
|Proposed Dividend ||00.00 ||36.11 |
|Profit carried to Balance Sheet ||1207.45 ||1153.42 |
Consolidated income for the year increased by 13.18% to Rs. 69.59 Crore as compared toRs. 61.49 Crore in 2015 - 2016; Consolidated net sales for the year was Rs. 68.30 Crore ascompared to Rs. 58.85 Crore in 2015 - 2016 a growth of 16.06%; Consolidated profit beforetax for the year was Rs. 0.57 Crore as compared to Rs. 0.84 Crore in 2015 - 2016;
Consolidated Profit after tax for the year was Rs. 0.54 Crore as compared to Rs. 0.93Crore in 2015 - 2016.
The Paid-up Equity Share Capital as on 31st March 2017 remained at Rs. 6 Crores. TheCompany has not during the year issued any shares with or without differential votingrights granted stock options or issued sweat equity shares.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure A".
MEETINGS OF THE BOARD
During the year under review four Board Meetings were held on 26th May 2016 4thAugust 2016 14th November 2016 and 14th February 2017.
During 2016-2017 the Audit Committee met on 26th May 2016 4th August 2016 12thNovember 2016 and 14th February 2017.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorshereby confirm to the best of their knowledge and belief that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended on31st March 2017 and of the profit of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by theCompany which are adequate and operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. Prem Sagar (DIN: 00040396) Mr. K.N. Malhotra (DIN: 00128479) Mr. Vinay Killa(DIN: 00060906) and Ms. Sarada Hariharan (DIN: 06914753) continue to be IndependentDirectors of the Company upon receipt of the Nomination and Remuneration Committee'sassent based on their performance evaluation and they have filed the requisitedeclarations with the Company as per Section 149(7) of the Act to the effect that theyqualify as Independent Directors within the meaning of Section 149(6) of the Act.
Upon the recommendations of the Nomination and Remuneration Committee in terms ofSection 178(4) of the Companies Act 2013 your Board has in place a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees of theCompany. The said policy is annexed herewith as "Annexure B" and may be viewedat the official website of the Company at www.taiind.com.
The composition of the Nomination and Remuneration Committee is as follows:
|Mr. Prem Sagar ||Independent Director ||Chairman |
|Dasho Topgyal Dorji ||Non-executive Director ||Member |
|Mr. Kanwal Nain Malhotra ||Independent Director ||Member |
|Mr. Vinay Killa ||Independent Director ||Member |
DIRECTORS' RESPONSE TO COMMENTS MADE IN THE AUDITOR'S REPORT AND IN THE REPORT OF THESECRETARIAL AUDITOR
There was no qualification reservation adverse remark or disclaimer in the Auditors'Report and in the Secretarial Audit Report. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS
The Company has not given any loans guarantees or made any investments exceeding sixtyper cent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company. All Related Party Transactions were placedbefore the Audit Committee as also the Board for approval. Prior omnibus approval of theAudit Committee was obtained on a quarterly basis for the transactions which were of aforeseen and repetitive nature. The statement of particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 is annexedhereto as "Annexure C".
STATE OF COMPANY'S AFFAIRS
The details of Revenue/Income from the operations of your Company for the differentsegments compared to that of the previous year is given hereunder:
|Particulars ||Druk (Rs.) ||C3 - Retail (Rs.) ||Total (Rs.) |
|Segment Revenue || || || |
|Current Year ||496857421 ||199063370 ||695920791 |
|Previous Year ||394507305 ||169477717 ||563985022 |
|Segment Results || || || |
|Current Year ||1618035 ||4125696 ||5743731 |
|Previous Year ||6478835 ||4383071 ||10861906 |
PLANS AND PROSPECTS
Fruit Product Division
The Fruit Product division saw a challenging year. Since de-monetization there has beena slowdown in the market. This has adversely affected our sales. We are facing stiffcompetition across the category. Focus will be to tap into the potential of the ruralmarket for products that has been seeing a decline in demand in the urban market.
To take the fight to our competitors we are planning to introduce new products likeginger garlic paste Rs. 10/- drinks pack new pickle variety snacks sauce etc. Adetailed market analysis was conducted before short listing these products. It was foundthat ginger garlic paste has a huge demand but supply is in-sufficient. Also ready todrink Rs. 10/- pack has been in high demand. Snacks sauce is a growing category and we arelooking to introduce innovative new products in this range.
The carbide market witnessed a severe slump owing to reduced prices and imports fromChina. Despite this we have been able to maintain our strong foothold in the East.
The market demand for Ferro Silicon was low the Steel Industry scenario continuing tobe dull. Imports from Russia/ Malaysia were preferred on account of their low prices andsuppliers here faced problems in payment.
Charcoal did not bring in high margins as the Company had to consider purchase fromthird parties owing to price competitiveness. Retail Division
The retail department excelled this year continuing its growth trend. Sales in2015-2016 closed above Rs. 14 Crores while in 2016-2017 providing a 20% growth the salesclosed just less than Rs. 17 Crores.
These are encouraging signs and discussions and research for expansion are alreadyunderway.
TRANSFER TO RESERVES
Your Board has considered appropriate not to transfer any amount to the GeneralReserves of the Company. The entire amount of Rs. 0.54 Crores is proposed to be retainedin the Statement of Profit and Loss.
Your Directors have decided not to recommend payment of dividend on equity shares ofthe Company for the year ended 31st March 2017 in order to conserve funds for the futuredevelopment and growth of the Company.
Conservation of Energy
Your Company's activities being trading in nature energy consumed is only in thenature of electrical consumption for use and maintenance of office appliances. Howeverthe efforts of your Company are aimed at keeping the consumption levels to as low aspracticable.
Your Company not being engaged in any manufacturing activity disclosure in respect oftotal energy consumption and energy consumption per unit of production is not applicable.
Your Company not being engaged in any manufacturing activity disclosure requirementsfor the same is not applicable. Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian Rupees there has beenno foreign exchange earnings or outgo during the year.
RISK MANAGEMENT POLICY
Your Company has implemented an effective risk management policy aiming to reduce lossor injury arising out of various risk exposures focusing on risk assessment riskmanagement and risk monitoring.
ANNUAL EVALUATION OF BOARD COMMITTES AND DIRECTORS
Your Board of Directors has adopted an annual evaluation process for evaluating its ownperformance and that of its Committees and Independent Directors.
The formal evaluation was performed by sending out assessment questionnaires to all theDirectors for their responses for evaluating the performance of the Board as a whole theCommittees and the individual Directors (self evaluation) and also seeking one on onefeedback from each individual Director.
In accordance with Article 68 of the Articles of Association of the Company DashoTopgyal Dorji retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment.
KEY MANGERIAL PERSONNEL
The following functioned as Key Managerial Personnel during the year:
|Rohan Ghosh ||- Managing Director |
|Mou Mukherjee ||- Chief Financial Officer |
|Indira Biswas ||- Company Secretary |
The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
ORDERS PASSED BY REGULATORS
During the year under review there were no significant and material orders passed byregulators or courts or tribunals impacting the Company's going concern status and itsfuture operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System carried out by external firms of CharteredAccountants which is commensurate with the size scale and complexity of its operations.
Based on the reports of internal auditors the respective heads of thedepartments/divisions undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
The financial statements provide a true and fair view of the state of affairs of theCompany and are compliant with the accounting standards notified in the Companies Act2013.
CORPORATE SOCIAL RESPONSIBILITY
Your Company was outside the ambit of Section 135 of the Companies Act 2013 as regardsCorporate Social Responsibility in terms of its net worth turnover and net profit duringthe financial year ended on 31st March 2017.
The Audit Committee consists of three Non-executive Independent Directors possessingthe requisite experience and expertise. The composition of the Audit Committee is asfollows:
|Mr. Prem Sagar ||Independent Director ||Chairman |
|Mr. Kanwal Nain Malhotra ||Independent Director ||Member |
|Mr. Vinay Killa ||Independent Director ||Member |
The Company Secretary is the Secretary of the Committee. The Managing Director and theChief Financial Officer are invitees to the Meetings of the Committee.
All recommendations of the Audit Committee were duly accepted by the Board and therewere no instances of any disagreements between the Committee and the Board during theyear.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance with Section177(10) of the Companies Act 2013. The details of the policy may be viewed at theofficial website of the Company at www.taiind.com and also annexed hereto as"Annexure D"
PREVENTION OF SEXUAL HARASSMENT
Your Company is committed to provide a safe and secure working environment to its womenemployees and has in place the required Internal Committees as envisaged in the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
There were no cases of sexual harassment reported during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(3) read with the provisions as mentioned in Para E ofSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion and Analysis Report is provided as "Annexure E".
In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company's share capital being less than Rupees ten crores and itsnet worth being less than Rupees twenty five crores during the year under review theCompany is exempted from complying with the Corporate Governance provisions.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised form for allshareholders. As on 31st March 2017 62.39% of the total number of shares standdematerialised.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed hereto as "Annexure F".
There were no employees employed during the year or part of the financial yeardrawing remuneration in excess of the limits as specified under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 and subsequentamendments thereto.
There were no employees employed throughout the financial year or part thereof whohas been in receipt of remuneration in that year which in the aggregate or as the casemay be at a rate which in the aggregate is in excess of that drawn by the ManagingDirector or Whole-Time Director or Manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the Company.
M/s. KAMG & Associates Chartered Accountants (Reg. No. 311027E) had been appointedas Auditors of the Company to hold office from the conclusion of the 33rd Annual GeneralMeeting upto the conclusion of the 38th Annual General Meeting in terms of Section 139 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.
In terms of the said Section the appointment of M/s. KAMG & Associates (Reg. No.311027E) will require ratification at the forthcoming Annual General Meeting for which anappropriate Resolution will be proposed.
M/s. KAMG & Associates have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed thereunder for continuing as Auditors of theCompany. They have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedMessrs T. Chatterjee & Associates (Reg. no. S2007WB097600) a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The Report ofthe Secretarial Audit is annexed herewith as "Annexure G".
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes between the end of the Financial Year and the dateof this Report.
Your Directors wish to place on record their grateful appreciation of the excellentsupport and co-operation received from the Shareholders Banks Financial Institutions andInvestors Government Authorities Stock Exchanges Reserve Bank of India Central andState Governments. Your Directors also wish to place on record their deep appreciation ofthe dedication competence and support of the employees at all levels for theircontribution towards the performance of your Company.
| ||For and on behalf of the Board |
| ||WANGCHUK DORJI |
|Place: Kolkata ||(DIN : 00296747) |
|Date: 25th May 2017 ||Chairman |