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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
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NSE 00:00 | 22 Oct 90.55 0.95
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OPEN 90.10
PREVIOUS CLOSE 89.75
VOLUME 134075
52-Week high
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P/E 11.36
Mkt Cap.(Rs cr) 604
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Sell Price 0.00
Sell Qty 0.00
OPEN 90.10
CLOSE 89.75
VOLUME 134075
52-Week high
52-Week low
P/E 11.36
Mkt Cap.(Rs cr) 604
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 Thirteenth Annual Report on the business andoperations of your Company together with the audited financial statements and AuditorRs.sReport for the financial year ended 31st March 2020:

Financial Results:

The financial performance of your Company for the financial year ended 31stMarch 2020 is summarized below:

Particulars

Standalone Financials

31-Mar-20 31-Mar-19
(Rs. in Lacs) (Rs. in Lacs)
Revenue from operations 181005.26 176382.65
Earnings before Finance Cost Depreciation and Amortization 11156.03 7380.03
Add: Other Income 542.01 560.48
Less: Finance Cost 5611.28 4637.20
Less: Depreciation and Amortization expenses 3199.67 991.91
Net Profit before Exceptional items & Taxes 2887.09 2311.40
Add: Exceptional items -
Net Profit for the year before Taxes 2887.09 2311.40
Less: Provision for Taxes
Current Tax / MAT 857.00 992.00
MAT Credit - -
Deferred Tax charge (163.56) (211.18)
Provision pertaining to earlier years - -
Profit for the year 2193.65 1530.58
Add/(less): Other Comprehensive income (95.88) (112.06)
Total Comprehensive income for the year 2097.77 1418.52
Add/(less): Balance Brought Forward from Previous Year 24547.99 23801.23
Add/(less): Opening provision for Franchisee sales return - (68.40)
Add/Less: Opening impact of IndAS 116 (918.80) -
Add/(less): Dividend for the year ended 31 March 2020 (1407.83) (603.35)
Surplus Available for Appropriation 24319.13 24547.99
Appropriations:
Transfer to General Reserve - -
Total Appropriations - -
Surplus Available after Appropriation 24319.13 24547.99
Add: Balance in Security Premium Account 16791.35 16791.35
Add: Balance General Reserve 1401.47 1401.47
Add: Balance Capital Reserve - -
Balance carried forward to Balance Sheet 42511.95 42740.81

Financial Performance:

Your Company has reported profit during the financial year 2019-20. Revenue fromoperations increased by 2.62% to 181005.26 Lacs from Rs. 176382.65 Lacs in theprevious financial year. The profit before tax increased by 19.94% to Rs. 2887.09Lacs while net profit after tax increased by 30.23% to Rs. 2193.65 Lacs.

The Gross Profit Margin for the financial year 2019-20 has decreased to 14.01% ascompared to 14.11% in the previous financial year. In the absolute term the Gross Profithas increased to Rs. 25353.29 Lacs as compared to Rs. 24892.68 Lacs duringthe previous financial year.

The EBITDA for the financial year 2019-20 has increased to 6.16% as compared to 4.18%in the previous financial year.

Impact of Covid-19:

The CompanyRs.s operations were hit substantially from 17th March 2020onwards. Corporate office Retail store operations and Manufacturing facilities were fullyshut during the period from 17th March 2020 to 1st June 2020which affected the revenue generation cash flows and financial performance of the Companyduring Q4 of FY 20 and Q1 of FY 21.

Safety of employees has been of utmost importance and highest priority and thereforethe Company adopted a"Work from Home" policy for all its employees right fromthe 3rd week of March 2020. Technology has been fully leveraged and allcritical back end operations were successfully managed remotely.

With the gradual/phase wise lifting of the lockdown restrictions in the country theCompany has reopened most of its stores with effect from 1st week of June2020 (barring those located within Containment Zones) after establishing thorough andwell-rehearsed safety protocols as mandated by and strictly as per the restrictedtimings/schedules laid down by the Authorities. The CompanyRs.s corporate office employeescontinue to work from home.

In these unprecedented circumstances the Company has continued to focus on providingthe safest best & most convenient retail shopping experience to every customer bytaking various initiatives during the lockdown as well as after the lockdown restrictionshave been lifted. The Company is following the directives of the local authorities withcomplete adherence to all safety precautions as prescribed by them. During the lockdownperiod the Company invested in and leveraged technology to counter the changes inconsumer behaviour due to Covid 19 with focus on providing them with Shopping at the Homevideo Social media based communication and One on One consultations with customers. TheCompany has also made its jewellery purchasing offer called Kalpavruksha completely onlineto ensure higher conversion and increased access during this period. The focus was onensuring that customers had online access to the brand. Currently customers are encouragedto visit stores by booking appointment online to ensure that they do not have to wait toolong due to social distancing protocols and also to ensure focussed attention to theirrequirements.

Standing by its core commitment your Company is navigating through these unprecedentedtimes by building stronger and deeper relationships with consumers. Your Company issupporting various Government Initiatives and helping communities around to fight thepandemic.

Detailed information on the same has been included under the Management Discussion& Analysis report forming part of this Annual Report.

Dividend:

The Board of Directors at its Meeting held on 11th March 2020 havedeclared an Interim Dividend of Rs. 1 (Rupee One only) per Equity Share of facevalue of Rs. 10 (Rupees Ten only) each which represent 10% Interim Dividend onEquity Capital of your Company for the financial year 2019-20. The total outgo for thecurrent financial year Interim Dividend amounts Rs. 80447969 (Rupees Eight CroresFour Lacs Forty Seven Thousand Nine Hundred Sixty Nine only) including dividenddistribution tax of Rs. 13717349 (Rupees One Crore Thirty Seven Lacs SeventeenThousand Three Hundred Forty Nine only) against the final dividend of Rs. 0.75(Seventy Five Paise Only) per equity share of face value of Rs. 10 each i.e. 7.50%for the previous financial year ended 31st March 2019 and the total outgo of Rs.60335976 (Rupees Six Crores Three Lacs Thirty Five Thousand Nine Hundred Seventy Sixonly) including dividend distribution tax of Rs. 10288011 (Rupees One Crore TwoLacs Eighty Eight Thousand Eleven only) for the previous financial year ended 31stMarch 2019. Your Company will pay the tax on dividend as per the provisions of the IncomeTax Act 1961. It is not proposed to transfer any amount to General Reserve for the yearunder review.

The payment of Interim Dividend was made through electronic mode on 26thMarch 2020 to all the Equity Shareholders whose Bank Account details were available withyour Company. However your Company was not able to complete dispatch of Interim DividendWarrants within the prescribed time limit on account of situation emerging out of outbreakof COVID-19 and the directives of Central / State Government for lockdown effective from23rd March 2020. Your Company through KFin Technologies Private LimitedRegistrar and Share Transfer Agent has dispatched dividend warrants through post in thesecond week of June 2020. If any Member has not received the dividend warrant due tocurrent lockdown situation on account of COVID-19 pandemic they can kindly write to usand we shall make the necessary arrangements on priority.

Your Directors have not recommended any Final Dividend for the financial year ended 31stMarch 2020.

Changes in nature of business if any:

During the financial year 2019-20 there was no change in nature of business of yourCompany.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financialyear i.e. 31st March 2020 till the date of signing of this DirectorsRs.Report affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2019-20 there was no change in the Authorised Share Capitalof your Company.

Changes in Paid-up Share Capital:

During the financial year 2019-20 there was no change in the Paid-up Share Capital ofyour Company.

Wholly Owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules 2014 the BoardRs.sReport has been prepared on the basis of standalone financial statements and a report onperformance and financial position of the wholly owned subsidiary included in theconsolidated financial statements is presented and is stated in this report.

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 Company www.tbztheoriginal.com.Further as per fourth proviso of the said section audited annual accounts of thesubsidiary company has also been placed on the website of your Company www.tbztheoriginal.com.Members interested in obtaining a copy of the audited annual accounts of the wholly ownedsubsidiary company may write to the Company Secretary at your CompanyRs.s corporate officeor email to investors@tbzoriginal.com.

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 Obligation andDisclosure Requirements) Regulations 2015 none of the wholly owned subsidiary companiesare material subsidiary company of your Company. The Policy on determining materialsubsidiaries is available on your CompanyRs.s website (www.tbztheoriginal.com) atthe below link: https://www.tbztheoriginal.com/storage/TBZ-Material%20Subsidiarv%20Policv(1.4.19).pdf.

As per the requirements of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the audited consolidatedfinancial statements of your Company incorporating its wholly owned subsidiary company isprepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosedherewith.

For the year under review i.e. as on 31st March 2020 your Company has onewholly owned subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

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. Thesaid property is taken on Leave & License basis from your Company (i.e. holdingcompany).

Tribhovandas Bhimji Zaveri (Bombay) Limited during the financial year 2019-20 hasreported a total revenue of Rs. 1631.45 Lacs and has incurred loss of Rs.24.96 Lacs.

Performance of wholly owned subsidiary company:

Pursuant to provisions of Section 129(3) of the Companies Act 2013 (Rs.the ActRs.) astatement containing salient features of Financial Statements of wholly owned subsidiarycompany in Form AOC-1 is annexed as Rs.Annexure - ARs..

Your Company does not have any Associate or Joint Venture Companies. Your Company hasadopted a Policy for determining the criteria of material subsidiaries which can be viewedon your CompanyRs.s website at www. tbztheoriginal.com.

Performance / State of CompanyRs.s Affairs:

As on 31st March 2020 your Company was operating from thirty nine storesin twenty seven cities and thirteen states out of which your Company has thirty six ownedstores and three franchise stores and your Company has one Corporate Office at TulsianiChambers Nariman Point.

Recent Development(s):

During the year under review your Company has shut down its two stores at NagpurMaharashtra and at Ludhiana Punjab and one franchise store at Bhopal Madhya Pradeshwhich brings the total number of stores to thirty nine out of which thirty six are ownedstores and three are franchise stores in twenty seven cities and thirteen states as on 31stMarch 2020. Post 31st March 2020 and as on signing of this Report yourCompany has shut down its two own stores at Bandra Mumbai and Jamnagar Gujarat whichbrings the total number of stores to thirty seven out of which thirty four are yourCompanyRs.s own stores and three are franchise stores in twenty seven cities and thirteenstates as on date of signing of this report.

Awards & Recognition:

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

Year Awards
2020 Rs.Best Bracelet DesignRs. award given at the 9th edition of JJS-IJ Jewellers Choice Design Awards 2019
2020 Excellence in Design - Gold Jewellery- Ring Rs.award given at Retail Jewellers Guild Awards 2019

New Products Launch:

Your Company focused on launching affordable and contemporary ranges starting from thisnew collection for todayRs.s modern woman. Your Company has launched twelve new productsduring financial year 2019-20 which are:

1. Sitara: Young delicate & an adorable collection with breezy & freshdesigns for the millennial women on the go. Magnificent designs at surprisingly affordableprices. TBZ merges its classic fine-tuned craftsmanship of diamonds with allure andmagnificence to create truly captivating & affordable jewellery for todayRs.s modernwoman.

2. Trinity: Elegant and refined -this beautiful collection of pendants &earrings fuses expert craftsmanship with imaginative design & fine diamonds in all 3colours of gold rose yellow & white. Trendy & stylish crafted for experimentalmillennial.

3. Liva: For the first time a collection that blends style & extravagance. Aspecial collection of earrings is an artful composition of delicate designs with keennesson details to add precision. Perfect for any occasion an epitome of poise and charmavailable at unbelievable prices for the multifaceted women.

4. Sunshine: For the first time ever in the history of TBZ a collection thatfeatures a special design that uses natural yellow diamonds encircled by white diamonds.An innovative collection that showcases the endless

possibilities that comes with superior stone-setting techniques and precisehand-carving skills.

5. Sway: Dazzling and radiant collection of cocktail earrings for the contemporarywomen. Timeless & unique designs perfect to mark the most significant occasions inyour life. Unique designs which are surprisingly affordable.

6. Maya: Mingle in yet stand out in the crowd. Be trendy the unique design andfloating diamond setting for minimalism & modernity. Simple & elegant can be wornto a workplace or a party.

7. Switch: A collection designed for any and every occasion from sunrise to sunsetfrom golden hours to boreal night lights which can match most styles and occasion. Eachand every piece of this collection can be Switched from a ring to an earring.

8. Tatva: Masterpieces enamelled to perfection.

Traditional with a dash of bold charm. Tatva unifies the women of today with Indiancustoms and heritage. The earthy tone of gold meticulously crafted in complex designs areastonishingly lightweight and highly wearable at weddings festivities and daily wear too.

9. Divya: Heavenly masterpieces inspires by the divine. Divinity & grace allcome together in the Divya collection. Perceived & avidly created just like thosemasterworks which have defined art in every age and time. Traditional & contemporarydesign a must have for those with an appreciation of culture & heritage. Traditional& eloquent its perfect collection for the lifeRs.s most auspicious occasions.

10. Blush: Rose gold is one of the hottest additions to todayRs.s colour palette.Just the right touch of femininity and dazzle. A perfect daily wear to create a boldambiance without being excessively over the top. For the adventurous women we launchedthis distinctive light weight collection in rose gold for the very first time at our TBZstores.

11. Ananya: A distinctive collection signifies the evolution of the art of makingexclusive designs that can be worn on any occasion firmly conserving its iconic positionas a signifier of beauty.

12. Moha: Contemporary chic meets mesmerizing craftsmanship in Moha collection. Thecollection is both complex and imaginative breaking the conventions of jewellerydesigning and has an inclusive appeal thatRs.s truly unique.

Credit Rating

During the year under review your Company has carried out two Credit Ratings fromAcuite Ratings & Research Limited (ACUITE) on 23rd July 2019 and anotherfrom CRISIL Ratings on 21st November 2019.

Acuite Ratings & Research Limited (ACUITE) has reviewed the Credit Rating on thebank loan facilities of your Company for the amount of Rs. 40 Crores and givenratings of Rs.ACUITE A- / StableRs. vide; ACUITE Rating Letter dated 23rdJuly 2019 which is stated as follows:

Total Rated Quantum of Bank Loan facilities Rs. 40 Crores
Long-Term Rating ACUITE A- / (Stable)

CRISIL has reviewed the Credit Rating on the longterm bank facilities of your Companyat Rs.CRISIL BBB+/ StableRs. (Reaffirmed) vide letter Ref. No. TBZPL/235555/ BLR/111946645dated 21st November 2019 which is stated as follows:

Total Bank Loan Facilities Rated Rs. 7350 Million
Long-Term Rating CRISIL BBB+/ Stable (Reaffirmed)

The details of the Credit Rating are available on your CompanyRs.s website (www.tbztheoriginal.com)at the below links: https://www.tbztheoriginal.com/storage/TBZ-Credit%20Rating(23.7.19).pdf.

https://www.tbztheoriginal.com/storage/TBZ Credit Rating 221119.pdf.

Decrease in Inventories:

The inventory of your Company as on 31st March 2020 has decreased by Rs.3432.24 Lacs as compared to the inventory on 31st March 2019. The decrease ininventory is due to closure of two stores during the year as well as inventoryrationalization.

Operations:

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

Hedge Accounting / Derivative Financial Instruments:

Embedded Derivative:

An embedded derivative is a component of a hybrid (combined) instrument that alsoincludes a non-derivative host contract - with the effect that some of the cash flows ofthe combined instrument vary in a way similar to a standalone derivative. An embeddedderivative cause some or all of the cash flows that otherwise would be required by thecontract to be modified according to a specified variable.

Your Company enters into purchase gold contract in which the amount payable is notfixed based on gold price on the date of purchase but instead is affected by changes ingold prices in future. Such transactions are entered to protect against the risk of goldprice movement in the purchased gold. Accordingly such unfixed payables (gold loan) areconsidered to have an embedded derivative. Your Company designates the gold price risk insuch instruments as hedging instruments with gold inventory considered to be the hedgeditem. The hedged risk is gold prices movement.

Derivatives are initially measured at fair value. Subsequent to initial recognitionderivative is measured at fair value and changes there in are generally recognised inprofit and loss.

At the inception of a hedge relationship your Company formally designates anddocuments the hedge relationship to which your Company wishes to apply hedge accountingand the risk management objective and strategy for undertaking the hedge. Thedocumentation includes your CompanyRs.s risk management objective and strategy forundertaking hedge the hedging/ economic relationship the hedged item or transaction thenature of the risk being hedged hedge ratio and how the entity will assess theeffectiveness of changes in the hedging instrumentRs.s fair value in offsetting theexposure to changes in the hedged itemRs.s fair value attributable to the hedged risk.Such hedges are expected to be highly effective in achieving offsetting changes in fairvalue and are assessed on an ongoing basis to determine that they actually have beenhighly effective throughout the financial reporting periods for which they weredesignated.

Commodity forward contract of NIL is outstanding as on 31st March 2020 (31stMarch 2019: NIL was outstanding). Hedging loss is Rs. NIL- as on 31stMarch 2020 (31st March 2019: NIL was outstanding).

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financialyear under review with related parties were in the ordinary course of business and on anarmRs.s length basis and is in compliance with the applicable provisions of the Act andthe Listing Regulations. During the year there are no materially significant relatedparty transactions entered by your Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of your Company at large. There were no materially significant Related PartyTransactions made by your Company during the year that required shareholdersRs. approvalunder Regulation 23 of the Listing Regulations.

All related party transactions are placed before the Audit Committee and before theBoard for their approval. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted are audited and a statement givingdetails of all related party transactions is placed before the Audit Committee and to theBoard of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on armRs.s length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014. The details of transactions with relatedparties as required are provided in Form AOC-2 is annexed as Rs.Annexure - BRs..

The policy on Materiality on Related Party Transactions and manner of dealing withRelated Party Transactions as approved by the Board is uploaded on your CompanyRs.swebsite (www.tbztheoriginal.com) at the below link: https://www.tbztheoriginal.com/storage/TBZ-Policy%20on%20Materialitv%20and%20dealing%20with%20RPT(2020) Version3.pdf.

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

A statement of related party transactions pursuant to Indian Accounting Standard (IndAS) - 24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review your Company has transferred Rs. NIL to theGeneral Reserve.

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 is available on your CompanyRs.s website (www.tbztheoriginal.com)at the below link: https://www. tbztheoriginal.com/storage/TBZ-CSR%20Policy(24.06.20)Ver-2.1.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 2019-20 your Company has shortlisted the specific activities/ projects inthe area of

(a) Rs.Promoting Healthcare including Preventive HealthcareRs. which is falling underitem

(i) of Schedule VII of the Act;

(b) Rs.Promoting EducationRs. which is falling under item

(ii) of Schedule VII of the Act and

(c) Rs.Promoting gender equality and womenRs.s empowerment which is falling under item

(iii) of Schedule VII of the Act. Your Company will also undertake other need basedinitiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act 2013 the total amount of CSR contributionwhich is required to be spend during the financial year 2019-20 is coming to Rs. 4776414(Rupees Forty Seven Lacs Seventy Six Thousand Four Hundred Fourteen Only). YourCompany has made total CSR contribution of Rs. 4780400 (Rupees Forty SevenLacs Eighty Thousand Four Hundred Only) for the financial year 2019-20. Your Companyhas complied with the requirement of the prescribed CSR Contribution to be made on CSRActivities for the financial year 2019-20. During the financial year 2019-20 there is norequired CSR Contribution amount left unspent.

The total CSR contribution of Rs. 4780400 (Rupees Forty Seven Lacs EightyThousand Four Hundred Only) were made to

(1) Cancer Patient Aid Association (CPAA) Mumbai

& Pune for the total amount of Rs. 550000 for Promoting Healthcareincluding Preventive Healthcare;

(2) West Wind Association of Rs. 50000 for Promotion of Education Activities;

(3) Your Company has carried out CSR Activities for promoting gender equality andwomenRs.s empowerment under its flagship project known as "Pankhi Project".Your Company has made total CSR Contribution of Rs. 4180400 for the financialyear 2019-20 under its flagship "Pankhi Project" and out of which Rs.60000 were incurred towards administrative expenses and balance Rs. 4120400 weremade to various organisations such as:

(a) Action for Self Help +Reliance +Hope +Awareness (ASHA) of Rs. 435600 forproviding family counseling under gender equality and empowerment of women;

(b) Cultural Academy for Peace (CAP) of Rs. 435600 for providing familycounseling under gender equality and empowerment of women;

(c) Baroda Citizen Council (BCC) of Rs. 435600 for providing family counselingunder gender equality and empowerment of women;

(d) Ahmedabad WomenRs.s Action Group (AWAG) of Rs. 435600 for providing familycounseling under gender equality and empowerment of women;

(e) Shanti Sahyog of Rs. 435600 for providing family counseling under genderequality and empowerment of women;

(f) Bihar Voluntary Health Association (BVHA) of Rs. 435600 for providingfamily counseling under gender equality and empowerment of women;

(g) Society for Participatory Integrated Development (SPID) of Rs. 435600 forproviding family counseling under gender equality and empowerment of women;

(h) Mahila Dakshata Samiti of Rs. 435600 for providing family counseling undergender equality and empowerment of women;

(i) Her Choice Trust of Rs. 435600 for providing family counseling under genderequality and empowerment of women;

(j) Stree Mukti Sangathan (SMS) of Rs. 100000 for providing family counselingunder gender equality and empowerment of women;

(k) Bharatiya Stree Shakti of Rs. 100000 for providing family counseling undergender equality and empowerment of women. These NGORs.s/ organization carry out projectswhich are largely in accordance with schedule VII of the Companies Act 2013.

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.

The Annual Report on CSR activities is annexed herewith as "Annexure - C"

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 (ListingObligation and Disclosure Requirements) Regulations 2015 shall be applicable to top 100companies by market capitalization as at the end of the immediate previous financial yearwhich was substituted with top 500 companies by market capitalization as at the end of theimmediate previous financial year as per the requirement of Regulation 21(5) of theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)(Amendment) Regulations 2018.

Accordingly constitution of Risk Management Committee is not compulsory for yourCompany. To identify elements of risk in different areas of operations and to followbetter Corporate Governance in the true letter and spirit your Company has voluntarilyconstituted the Risk Management Committee of the Board. The details of the Committee andits terms of reference are set out in the Corporate Governance Report forming part of theAnnual 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 CompanyRs.s competitive advantage. RiskManagement 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 CompanyRs.s endure is to maximize procurement of inventory on gold loanas well as procurement of gold bar under gold loan scheme from various banks which willalso help to reduce risk of your Company due to gold price fluctuation and takes care ofnatural 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) and confirmation of registration of IndependentDirectors with Independent Directors Databank:

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

As required under Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors have complied the registration with IndependentDirectors Databank.

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 2021 to 31st December 2025 and fixation of remuneration for theperiod of three years i.e. from 1st January 2021 to 31st December2023 subject to the approval of members by way of a Special Resolution at the ensuingthirteenth Annual General Meeting of your Company and details of the same will beavailable in the Notice of Annual General Meeting forming part of the Annual Report.

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 Rs.total number of DirectorsRs. who are liable to retireby rotation this shall not include Independent Directors. Mr. Shrikant Zaveri (DIN:00263725) Chairman & Managing Director of your Company is the Director not liable toretire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN:00713688) Whole-time Directors of your Company are the Directors who are liable to retireby rotation.

Ms. Raashi Zaveri (DIN: 00713688) Whole-time Director of your Company retires byrotation at the 13th Annual General Meeting of your Company and beingeligible offers herself for re-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 asecond term of five consecutive years on the Board of Directors of your Company. Mr.Kamlesh Vikamsey (DIN: 00059620) Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher(DIN: 00008221); Independent Directors of your Company were re-appointed for the secondterm of five consecutive years from 1st April 2019 to 31st March2024 at the 11th Annual General Meeting of your Company held on 31stJuly 2018. Independent Directors shall not be liable to retire by rotation.

Familiarization / Orientation Program of Independent Directors:

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 yourCompanyRs.s website (www.tbztheoriginal.com) at below link: https://www.tbztheoriginal.com/storage/TBZ-Famili.Prog.-ID(19-20).pdf.

Independent Directors / Statement of declaration by Independent Directors under Section149(7) of the Companies Act 2013 and Regulations 16(1)

(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and confirmation of registration with Independent DirectorRs.s Database:

The Independent Directors have given declarations to your Company under Section 149(7)of the Companies Act 2013 that they meet the criteria of independence provided underSection 149(6) of the Companies Act 2013 and Regulations 16(1 )(b) and 25(8) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Rs.the Listing RegulationsRs.).

The Board of Directors of your Company confirms that the Independent Directors fulfilthe conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations and are independent of the management. List

?

of Key skills expertise and core competencies of the Board is provided in theCorporate Governance Report forming part of this Annual Report.

The Board of Directors of your Company confirms that the Independent Directors havegiven their confirmation / declaration to your Company that in terms of Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014 they have registeredthemselves with the Independent DirectorRs.s database maintained by the Indian Instituteof Corporate Affairs.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act 2013 read withRule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014following persons are acting as Key Managerial Personnel of your Company:

1. Mr. Shrikant Zaveri Chairman & Managing Director

2. Ms. Binaisha Zaveri Whole-time Director

3. Ms. Raashi Zaveri Whole-time Director

4. Mr. Saurav Banerjee Chief Financial Officer (CFO)

5. Mr. Niraj Oza Head - Legal & Company Secretary

Your Company does not have separate position of Chief Executive Officer (CEO) as allthe responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. ShrikantZaveri Chairman & Managing Director of your Company.

There has been no change in the Key Managerial Personnel of your Company during theyear ended 31st March 2020.

Annual Evaluation of Performance / Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improvedperformance at the three levels; organizational Board and Individual Board Member. Itencourages the leadership team work accountability decision making communication andefficiency of the Board. Evaluation also ensures teamwork by creating better understandingof Board dynamics management relations and thinking as a group within the Board. Theprocess includes multi layered evaluation based on well-defined criteria consisting ofrelevant parameters.

Pursuant to the applicable provisions of the Companies Act 2013 and Regulations17(10) 25(4) and all other applicable Regulation(s) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors have carried out annual evaluation of its own performance Board Committeesindividual Directors Chairperson of your Company.

FINANCIAL SIAItlVItNI S

As required under Regulation 25 of the Listing Regulations a separate meeting of theIndependent Directors of your Company was also held on 13th February 2020 toevaluate the performance of the Chairman Non-Independent Directors and the Board as awhole and also to assess the quality quantity and timeliness of flow of informationbetween the management of your Company and the Board.

The performance of the Board / Committee was evaluated after seeking inputs from allthe Directors / Committee members on the basis of the defined criterial includingcomposition and structure effectiveness of meeting information and functioning.

Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated on the basis of following evaluation criteria:

• Relevant knowledge expertise and experience.

• Devotion of time and attention to your CompanyRs.s long term strategic issues.

• Discussing and endorsing your CompanyRs.s strategy.

• Addressing the most relevant issues for your Company.

• Professional conduct ethics and integrity.

• Understanding of duties roles and function as Independent Director.

Your Directors have expressed satisfaction to the evaluation process.

The manner in which evaluation has been carried out has been explained in detail in theCorporate Governance Report forming part of this Annual Report.

Nomination Remuneration and Evaluation Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management theirremuneration and their evaluation. In compliance with the provision of Section 178 of theCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy of your Company includes qualificationspositive attributes and independence of a director and policy relating to the remunerationof Directors Key Managerial Personnel and other employees is framed with the object ofattracting retaining and motivating talent which is required to run your Companysuccessfully. As per the requirement of Listing Regulations the Nomination Remunerationand Evaluation Policy is forming a part of DirectorsRs. Report as "Annexure -F".

The same is available on your CompanyRs.s website (www.tbztheoriginal.com) atthe below link: https://www. tbztheoriainal.com/storaae/TBZ-Nom.Remu.&Eval.Policv.pdf

Board and Committee Meetings / Number of Meetings:

A calendar of Board and Committee Meetings is prepared and circulated in advance to theDirectors.

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 2019-20. six Board Meetings were convened and held on 14thMay. 2019. 12th August. 2019. 25th September. 2019. 6thNovember. 2019. 13th February. 2020 and 11th March. 2020. Total fourAudit Committee Meetings were convened and held on 14th May. 2019. 12thAugust. 2019. 6th November. 2019 and 13th February. 2020. Thedetails of the meetings held and attended by Directors are shown in the CorporateGovernance Report. The intervening gap between the two Meetings was less than one hundredand twenty days in compliance with the provisions of Section 173(1) of the Companies Act.2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations. 2015. The required quorum as prescribed under Section 174(1) of the CompaniesAct. 2013. was present in all the Board and Committee meetings. During the year. aseparate meeting of the Independent Directors was held on 13th February. 2020without the attendance of nonindependent directors and members of the management as perRegulation 25(3) of SEBI (Listing Obligation and Disclosure Requirements). 2015. AllIndependent Directors were present at the said meeting.

DirectorsRs. 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 in preparation of the annual accounts for the Financial Year ended 31stMarch. 2020. the applicable Indian Accounting Standards (Ind AS) have been followed andthere 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 ended31st March. 2020 and of the profit of your Company for that date;

(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 and detectingfraud 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 March. 2020were reviewed by the Audit Committee before being placed before the Board.

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

The information as required under Section 134(3)(m) of the Companies Act. 2013 Rule 8of the Companies (Accounts) Rules. 2014. for the financial year ended as on 31stMarch. 2020. 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. NIL

Outflow - Rs. NIL

Significant and Material Orders passed against your Company by the Regulators or Courtsor Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act. 2013 read withRule 8(5)(vii) of the Companies (Accounts) Rules. 2014. it is confirmed that during theFinancial Year under review. there are no significant or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and your CompanyRs.soperations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamseyas Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr.Shrikant Zaveri Chairman & Managing Director of your Company as member of theCommittee. All the recommendations made by the Audit 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 theFinancial 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 {in compliance with the provisions of Section177 (10) of the Companies Act 2013 (Rs.the ActRs.) and Regulation 22 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015}. The details of the Whistle Blower Policy is explained in the Corporate GovernanceReport and also available on your CompanyRs.s website (www.tbztheoriginal.com) atthe below link: https://www.tbztheoriginal.com/storage/TBZ-Whistle%20Blower%20Policy(01.04.19).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 had apositive impact on talent retention as reflected in the lower attrition levels. YourCompany has total employee strength of 1172 as on 31st March 2020. EmployeeRelations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22of Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013}:

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 is in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The policy aims at prevention of harassment of employees and laysdown the guidelines for identification reporting and prevention of undesired behavior. AnInternal Complaints Committee ("ICC") has been set up from the senior management(with women employees constituting the majority) which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the Policy.All employees (permanent contractual temporary trainees) are covered under the policy.

Your Directors further state that during the year under review there were no complaint/cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. {There was no complaint received from any employeeduring the financial year 2019-20 and hence no complaint is outstanding as on 31stMarch 2020 for redressal}.

The status of cases/ complaint filed disposed of and pending in respect of SexualHarassment of Women at Workplace for the financial year ended as on 31st March2020 (i.e. from 1st April 2019 to 31st March 2020) as given below:

Opening Cases/ complaint as on 1st April 2019 Cases/ complaint filed during the year ended 31st March 2020 Cases/ complaint disposed of during the year ended 31st March 2020 Cases/ complaint pending as on 31st March 2020
NIL NIL NIL NIL

Particulars of Employees:

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 - G").

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 Managerial

Personnel) Rules 2014 a statement showing the names and other particulars of top tenemployees are provided in the Annual Report. (Refer "Annexure - H").

Extract of Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in the prescribed Form MGT - 9 is annexed herewith as "Annexure -E" which form part of this Report.

The Annual Return has been placed on your CompanyRs.s website (www.tbztheoriginal.com)at the below link: https:// www.tbztheoriginal.com/storage/TBZ-Annual%20Return-MGT-7(March%202019).pdf.

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (Rs.ListingRegulationsRs.) a detailed review of operations performance and future outlook of yourCompany and its business is given in the Management Discussion and Analysis which formspart of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes thatCorporate Governance helps to achieve commitment and goals to enhance stakeholderRs.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 AuditorRs.s Certificate asper 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 years 2019-20 and 2020-21. Your CompanyRs.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 from 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.

Adequacy of Internal Financial Controls with reference to financial statements:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by your Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe Audit Committee the Board is of the opinion that your CompanyRs.s internal financialcontrols were adequate and effective with reference to the financial statements for thefinancial year ended 31st March 2020.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for theefficient conduct of your CompanyRs.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 periodically.

During the year the Internal Auditor performed comprehensive assessments at variouslocations and across all functional departments. The Audit Committee regularly reviews theaudit findings and corrective measures taken thereon to ensure the efficacy of theInternal Control process. The system of Internal Control is structured to verify thatfinancial and other documents are accurate in compiling financial reports and other dataand in maintaining transparency for individuals.

Internal Control Systems are implemented to safeguard your CompanyRs.s assets from lossor damage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate financial and accounting controls and to implement Indian AccountingStandards (Ind AS).

Stakeholders Relationship:

StakeholdersRs. relations have been cordial during the year. As a part of complianceyour Company has constituted Stakeholders Relationship Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 and as per Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to consider andresolve the grievances of security holders of your Company. There were no investorsRs.grievances pending as on 31st March 2020. A confirmation to this effect hasbeen received from KFin Technologies Private Limited Registrar and Share Transfer Agentof your Company.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders.Accordingly your CompanyRs.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.

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Annual Report along with Notice of 13thAnnual General Meeting of your Company will be sent to all Members whose email addressesare registered with your Company/ Depository Participant(s). For members who have notregistered their e-mail addresses are requested to register the same with theirrespective Depository Participants. This year physical copies of Annual Report 2019-20will not be sent to any of the member.

Employee Stock Option Scheme (ESOP):

For the current financial year 2019-20 your Company do not have any open EmployeeStock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant toSection 129(3) and all other applicable provisions of the Companies Act 2013 and as perRegulation 33(1)(c) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and prepared in accordance with the IndianAccounting Standards (Ind AS) - 110 and all other applicable Indian Accounting Standards(Ind AS) prescribed by the Institute of Chartered Accountants of India in this regard.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016(Rs.IEPF RulesRs.) all unclaimed dividends are required to be transferred by your Companyto the IEPF after completion of seven (7) years. Further according to IEPF Rules theshares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF during the FY 2019-20and corresponding shares on which dividends were unclaimed for seven (7) consecutiveyears are provided in the General Shareholders Information section of CorporateGovernance report forming part of this Annual Report.

Disclosure on compliance with Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with. Your Company has complied with theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.

Secretarial AuditorRs.s Report:

The Secretarial Audit was carried out by M/s. Pramod S. Shah & Associates (PCSRegistration No. 3804) for the Financial Year ended as on 31st March 2020.

The Report given by the Secretarial Auditors is in Form Rs.MR - 3Rs. annexed herewithas "Annexure D" and forms integral part of this Annual Report.

The Secretarial Audit Report is self-explanatory and do not call for any furthercomments. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.

Reporting of Fraud by Auditors:

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in your Company by its Officers or Employees tothe Audit Committee and / or to the Board under Section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.

Statutory AuditorsRs. Report:

The observations made in the AuditorsRs. Report of M/s. S R B C & CO LLP CharteredAccountants (ICAI Firm Registration No.324982E / E300003) Chartered Accountants for theyear ended 31st March 2020 read together with the relevant notes thereon areself-explanatory and hence do not calls for any comment under Section 134 of the CompaniesAct 2013.

The AuditorsRs. Report to the Members does not contain any qualification reservationadverse remark or disclaimer by the Statutory Auditors in their Report. The Audit Reportis enclosed with the financial statements forming part of this Annual Report.

Statutory Auditors:

M/s. S R B C & CO LLP Chartered Accountants (ICAI Firm Registration No.324982E /E300003) were appointed as Statutory Auditors of your Company at its 11thAnnual General Meeting of your Company held on 31st July 2018 for a term ofconsecutive five years commencing from the conclusion of 11th Annual GeneralMeeting of your Company upto the conclusion of 16th Annual General Meeting ofyour Company. However they have resigned on 12th August 2020 stating that"the management of the Company had proposed significant reduction in the Audit Fees(pursuant to austerity drive undertaken by the Company as a result of COVID-19) which wasnot commensurate with the time and efforts involved in the audit and theirresponsibilities as Auditors. Accordingly they have resigned as Statutory Auditors of theCompany."

M/s. S R B C & CO LLP Chartered Accountants (ICAI Firm Registration No.324982E /E300003) before resigning have completed audit for the quarter ended as on 30thJune 2020 and had issued Limited Review Report for unaudited Standalone and ConsolidatedAccounts for the June 2020 quarter in compliance with the SEBI Circular CIR/CFD/CMD1/114/2019 dated as on 18th October 2019.

Your Company is in the process of evaluating few reputed Chartered Accountants firm tobe appointed as Statutory Auditors of your Company to fill the casual vacancy caused byabove resignation from the date of appointment till the conclusion of ensuing 13thAnnual General Meeting of your Company as well as for the appointment for a continuousperiod of five yearsRs. from conclusion of 13th AGM till the conclusion of 18thAGM (i.e. from FY 2020-21 to FY 2024-25) both subject to the approval of members at theensuing 13th Annual General Meeting of your Company.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed M/s. Pramod S. Shah & Associates (PCS Registration No. 3804) afirm of Company Secretaries in Practice Mumbai to undertake the Secretarial Audit of yourCompany for the year ended 31st March 2020. The Board of Directors of yourCompany has appointed M/s. Pramod S. Shah & Associates a firm of Company Secretariesin Practice Mumbai to carry out Secretarial Audit of your Company for Financial Year2020-21. The Secretarial Auditors have confirmed that they are not disqualified to beappointed as the Secretarial Auditors of your Company for the year ending 31stMarch 2021.

Internal Auditors:

In compliance with the provisions of Section 138 of the Companies Act 2013 read withrule 13 of Companies (Accounts) Rules 2014 the Board of Directors on the recommendationof Audit Committee the Board of Directors has appointed M/s. Deloitte Touche TohmatsuIndia LLP (Firm Registration No. AAE-8458) Chartered Accountants as Internal Auditors ofyour Company for financial year 202021.

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 orotherwise.

• Issue of shares (including sweat equity shares) to employees of your Companyunder any scheme.

• Neither the Managing Director nor the Whole-time Directors of your Companyreceive any remuneration or commission from any of its wholly owned subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and CompanyRs.s operations in future.

Acknowledgement:

Your Company has maintained healthy cordial and harmonious industrial relations at alllevels. Your Directors place on record their deep appreciation to employees at all levelsfor their 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. Your Board looks forward for the long-term future withconfidence optimisms and full of opportunities.

Cautionary Statement:

Statement in the BoardRs.s Report and the Management Discussion and Analysis describingyour CompanyRs.s objectives expectations or forecasts may be forwardlooking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influenceyour CompanyRs.s operations include global and domestic demand and supply conditionsaffecting selling price of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Tribhovandas Bhimji Zaveri Limited

Shrikant Zaveri Raashi Zaveri
Chairman & Managing Director Whole-time Director
(DIN: 00263725) (DIN: 00713688)
Date: 12th August 2020
Place: Mumbai

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